Mercator Acquisition Corp. (MRCOU) reallocates 275K sponsor Class B shares

Rhea-AI Filing Summary

Mercator Acquisition Corp.'s sponsor, Mercator Investor Holdings, LLC, reported a J-code restructuring involving 275,000 Class B ordinary shares. In connection with the IPO and new director appointments, 25,000 shares were assigned to each of three directors and 200,000 shares were transferred to Clear Street LLC at $0.003 per share. Following these transfers, the sponsor holds 5,475,000 Class B ordinary shares, automatically convertible into Class A on a one-for-one basis at the initial business combination, subject to anti-dilution adjustments and with no expiration date. Chairman and CEO Shawn Matthews controls the sponsor and may be deemed a beneficial owner but disclaims interests where he has no pecuniary stake.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Matthews Shawn, Mercator Investor Holdings, LLC

Role Chairman and CEO | Insider

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares	275,000	$0.003	$825.00

Holdings After Transaction: Class B Ordinary Shares — 5,475,000 shares (Indirect, See Footnote)

Footnotes (1)

1. The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. In connection with the Issuer's initial public offering and the appointment of Matthew Sweeney, James Nash, and Stephen Schwartz to the Issuer's Board of Directors, Mercator Investor Holdings, LLC (the "Sponsor") assigned 25,000 Class B ordinary shares to each of Matthew Sweeney, James Nash, and Stephen Schwartz. The Sponsor also transferred 200,000 Class B ordinary shares to Clear Street LLC in connection with the Issuer's initial public offering, for the amount of $0.003 per share. These Class B ordinary shares are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of December 16, 2025 by and among the Sponsor and the registrant. Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Matthews has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Matthews disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

Key Figures

Class B shares restructured: 275,000 shares Transfer price to Clear Street LLC: $0.003 per share Shares assigned to each new director: 25,000 shares +5 more

8 metrics

Class B shares restructured 275,000 shares J-code restructuring of Class B ordinary shares involving transfers to directors and Clear Street LLC

Transfer price to Clear Street LLC $0.003 per share Price per Class B ordinary share transferred to Clear Street LLC in connection with the IPO

Shares assigned to each new director 25,000 shares Class B ordinary shares assigned to each of Matthew Sweeney, James Nash, and Stephen Schwartz

Shares transferred to Clear Street LLC 200,000 shares Class B ordinary shares transferred by the sponsor to Clear Street LLC

Class B shares after transaction 5,475,000 shares Indirect Class B ordinary share holdings of the sponsor following the restructuring

Conversion ratio into Class A 1:1 conversion ratio Class B ordinary shares automatically convertible into Class A at the initial business combination

Transaction date 2026-07-08 Date of the J-code restructuring transaction involving Class B ordinary shares

Subscription agreement date December 16, 2025 Date of subscription agreement under which the sponsor acquired the Class B ordinary shares

Key Terms

Class B ordinary shares, anti-dilution rights, initial business combination, beneficial owner, +2 more

6 terms

Class B ordinary shares financial

"The Class B ordinary shares are automatically convertible into the shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

anti-dilution rights financial

"subject to adjustment pursuant to certain anti-dilution rights"

initial business combination financial

"at the time of the Issuer's initial business combination on a one-for-one basis"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

beneficial owner regulatory

"may be deemed the beneficial owner of such shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest"

subscription agreement regulatory

"acquired pursuant to a subscription agreement dated as of December 16, 2025"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

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Available on EDGAR 07/16/2026 - 06:40 PM Accepted by SEC EDGAR 07/16/2026 - 06:40 PM Learn about SEC filing dates

FAQ

What transaction did Mercator Acquisition Corp. (MRCOU) report for its sponsor?

Mercator Acquisition Corp. reported a J-code restructuring by Mercator Investor Holdings, LLC involving 275,000 Class B ordinary shares. The shares were reallocated in connection with the company's initial public offering and board appointments, not through open-market purchases or sales.

How many Mercator Acquisition Corp. (MRCOU) shares were transferred and to whom?

A total of 275,000 Class B ordinary shares were moved. 25,000 shares were assigned to each of Matthew Sweeney, James Nash, and Stephen Schwartz, and 200,000 shares were transferred to Clear Street LLC in connection with Mercator Acquisition Corp.'s initial public offering.

At what price were Mercator Acquisition Corp. (MRCOU) Class B shares transferred to Clear Street?

Clear Street LLC received 200,000 Class B ordinary shares at $0.003 per share. This transfer formed part of the sponsor’s overall 275,000-share reallocation tied to Mercator Acquisition Corp.'s initial public offering arrangements, rather than an ordinary secondary-market sale.

How many Class B shares does the sponsor hold in Mercator Acquisition Corp. (MRCOU) after the transaction?

After the restructuring, Mercator Investor Holdings, LLC holds 5,475,000 Class B ordinary shares indirectly. Shawn Matthews, as managing member, has sole voting and dispositive control over these shares, subject to his disclaimer of beneficial ownership where he lacks pecuniary interest.

How are Mercator Acquisition Corp. (MRCOU) Class B shares convertible into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial business combination on a one-for-one basis, subject to specified anti-dilution adjustments, and they have no expiration date before that conversion event.

What is Shawn Matthews’ role in relation to Mercator Acquisition Corp. (MRCOU) sponsor shares?

Shawn Matthews, Chairman and CEO of Mercator Acquisition Corp., is the managing member of Mercator Investor Holdings, LLC. He has sole voting and dispositive control over sponsor-held Class B shares but disclaims beneficial ownership where he has no pecuniary interest in those securities.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matthews Shawn

(Last) (First) (Middle)

C/O MERCATOR ACQUISITION CORP.

85 WASHINGTON STREET

(Street)

NORWALK CONNECTICUT 06854

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Mercator Acquisition Corp. [ MRCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	07/08/2026		J(2)			275,000	(1)	(1)	Class A Ordinary Shares	275,000	$0.003	5,475,000	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Matthews Shawn

(Last) (First) (Middle)

C/O MERCATOR ACQUISITION CORP.

85 WASHINGTON STREET

(Street)

NORWALK CONNECTICUT 06854

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

1. Name and Address of Reporting Person^*

Mercator Investor Holdings, LLC

(Last) (First) (Middle)

C/O MERCATOR ACQUISITION CORP.

85 WASHINGTON STREET

(Street)

NORWALK CONNECTICUT 06854

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Sponsor

Explanation of Responses:

1. The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

2. In connection with the Issuer's initial public offering and the appointment of Matthew Sweeney, James Nash, and Stephen Schwartz to the Issuer's Board of Directors, Mercator Investor Holdings, LLC (the "Sponsor") assigned 25,000 Class B ordinary shares to each of Matthew Sweeney, James Nash, and Stephen Schwartz. The Sponsor also transferred 200,000 Class B ordinary shares to Clear Street LLC in connection with the Issuer's initial public offering, for the amount of $0.003 per share.

3. These Class B ordinary shares are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of December 16, 2025 by and among the Sponsor and the registrant. Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Matthews has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Matthews disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

	/s/ Shawn Matthews, by Steven Bischoff with Power of Attorney	07/16/2026
	/s/ Mercator Investor Holdings, LLC, Steven Bischoff with Power of Attorney	07/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)