Index: OFR 2026-512

STATE OF FLORIDA

OFFICE OF FINANCIAL REGULATION

In Re:
MERCARI, INC.,
Respondent.

Case Number: 135181

Docketed
10/22/2026
Legal glh

FINAL ORDER

This cause came on for consideration and final agency action. Upon review of the record and being otherwise fully advised in the premises, the Office of Financial Regulation ("Office") hereby finds:

1. The Office has jurisdiction over the subject matter of this case and the parties hereto.

2. The entry of this Final Order concludes the above-referenced matter.

ORDERED:

A. The Stipulation and Consent Agreement (Exhibit A) is hereby approved and incorporated by reference as if fully stated herein and is adopted as the Office's Findings of Fact and Conclusions of Law.

B. The parties shall comply with all terms of the Stipulation and Consent Agreement.

DONE and ORDERED this 22nd day of October, 2026, in Tallahassee, Leon County, Florida.

Russell C. Weigel, III
Commissioner

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order was furnished by U.S. Mail to Mercari, Inc. 3000 El Camino Real Suite 5-150 Palo Alto, CA 94306 or P.O. Box 60178 Palo Alto, CA 94306 and by electronic mail to license@mercari.com and to Attorney Jed Bellman, attorney for Mercari, Inc., at jbellman@orrick.com on this 23rd day of October, 2026.

Agency Clerk
Office of Financial Regulation
Post Office Box 8050
Tallahassee, FL 32314-8050
Email: Agency.Clerk@flofr.gov
Tel: (850) 410-9889

EXHIBIT A

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION

In Re:
MERCARI, INC.,
Respondent.
Case Number: 135181

STIPULATION AND CONSENT AGREEMENT

The State of Florida, Office of Financial Regulation (“Office”), and MERCARI, INC., (“Respondent”), in consideration of the mutual promises herein, recite, stipulate, and agree as follows:

1. Background. At all times material hereto, Mercari, Inc., is and has been a duly licensed Part II Money Services Business in the State of Florida, having been issued license number FT230000200. The Office conducted an examination (No. 133613) to ascertain Respondent’s compliance with chapter 560, Florida Statutes for the period January 19, 2023 through June 30, 2025. Respondent fully complied with the Examination, including answering questions related to its regulated activities and providing access to all relevant books and records.

In lieu of initiating a formal proceeding, the parties are herein resolving the matters at issue.

2. Jurisdiction. The Office is the state agency charged with the administration and enforcement of chapter 560, Florida Statutes, and the rules promulgated thereunder. The Office has jurisdiction to bring this administrative action against Respondent pursuant to chapter 560, Florida Statutes.

3. Findings. For purposes of this Stipulation and Consent Agreement, Respondent consents to the Office making the following findings without admitting or denying same:

a) Respondents failed to timely report the removal of or change to a control person of the licensee in violation of Rule 69V-560.201(3), Florida Administrative Code, and thereby section 560.126(3), Florida Statutes; and

b) Respondents failed to timely report the closing and/or opening of bank account(s), in violation of Rule 69V-560.201(2), Florida Administrative Code, and thereby section 560.126(2), Florida Statutes.

4. Terms and Conditions. The parties agree that the issues raised can be expeditiously resolved without further litigation by the execution of this Stipulation and Consent Agreement. The parties acknowledge that they have read this Stipulation and Consent Agreement and fully understand the rights, obligations, terms, duties, and responsibilities with respect to its contents. Therefore, in compromise and settlement of the foregoing findings and in consideration of the Office's forbearance from further litigation, Respondent agrees to the following terms and conditions:

a. FUTURE COMPLIANCE. Respondent agrees that it shall cease and desist from future violations of chapter 560, Florida Statutes, and the rules promulgated thereunder, and comply with all the provisions of chapter 560, Florida Statutes, and the rules promulgated pursuant thereto.

b. ADMINISTRATIVE FINE. Respondent agrees to pay the Office an administrative fine in the amount of Seven Thousand Dollars ($7,000.00), to be paid at the time of the execution and delivery of this Stipulation and Consent Agreement.

This administrative fine shall be submitted in the form of a wire, cashier's check or money order made payable to "Office of Financial Regulation". Such payment shall reference Case Number 135181 and shall be sent to the attention of Agency Clerk - c/o Debra H. Pierce, Post Office Box 8050, Tallahassee, Florida 32314-8050. Respondent acknowledges and agrees that in accordance with section 215.31, Florida Statutes, regarding the deposit of monies, (i) the tendered fine or settlement check may be deposited in advance of full execution or acceptance of the Stipulation and Consent Agreement; and (ii) such deposit shall not be construed as a final acceptance of the Stipulation and Consent Agreement absent full execution thereof and entry of a Final Order adopting same.

5. Final Order. Respondent consents to the entry of a Final Order, which incorporates the terms of this Stipulation and Consent Agreement. Respondent understands and agrees that this Stipulation and Consent Agreement is subject to the final approval of the Office of Financial Regulation and the entry of the Final Order adopting such Agreement. In the event that the Final Order is not entered, this Stipulation and Consent Agreement shall be null and void. The Final Order incorporating this Stipulation and Consent Agreement constitutes final action by the Office for which the Office may seek enforcement pursuant to the provisions of chapters 560 and 120, Florida Statutes.

6. Waiver. By Respondent's consent to the entry of a Final Order with respect to this proceeding, Respondent waives:

a) Any right to separately stated Findings of Fact and Conclusions of Law;

b) Any right to receipt of a Notice of Rights pursuant to chapter 120, Florida Statutes;

c) Any right to an administrative hearing or issuance of a Recommended Order pursuant to chapter 120, Florida Statutes; and

d) Any right to contest in any administrative forum or judicial proceeding (including, but not limited to, an appeal pursuant to section 120.68, Florida

Statutes) the validity of any term, condition, obligation, or duty expressly created in this Stipulation and Consent Agreement and the Final Order.

7. Releases. Upon full execution of this Stipulation and Consent Agreement, Respondent waives, releases, and forever discharges the Office and its agents, representatives, and employees from any and all causes of action, in law or in equity, which Respondent may have arising out of this matter. The Office accepts this release and waiver by Respondent on behalf of itself, its agents, representatives, and employees without acknowledging, and expressly denying, that any such right or cause of action may exist.

8. Failure to Comply. Respondent acknowledges, concurs, and stipulates that Respondent's failure to comply with any of the terms, obligations, and conditions of this Stipulation and Consent Agreement, and the Final Order adopting it, is a violation of the written agreement and the Final Order entered pursuant to chapters 120 and 560, Florida Statutes. Such non-compliance may result in the issuance of an emergency cease and desist order. However, nothing herein shall be construed to limit Respondent's right to contest any finding or determination of non-compliance.

9. Attorney's Fees. Each party herein shall be solely responsible for its separate costs and attorney's fees incurred in the prosecution, defense, or negotiations in this matter up to and including the entry of the Final Order adopting this Stipulation and Consent Agreement.

10. Severability. The parties agree that if any provision of this Stipulation and Consent Agreement or the application thereof to any person or circumstance is held invalid, the Stipulation and Consent Agreement will be given effect without the invalid provision, and to this end, the provisions of this Stipulation and Consent Agreement are declared severable.

11. Counterparts. This Stipulation and Consent Agreement may be executed in any number of counterparts, and by the parties in separate counterparts, each of which will be deemed to be an original but all of which together will constitute but one Stipulation and Consent Agreement. Copies of this Stipulation and Consent Agreement transmitted by facsimile or electronic mail shall have the same validity as if bearing an original signature.

12. Entire Agreement. This Stipulation and Consent Agreement represents the entire agreement by and between Respondent and the Office. Any alterations, variations, changes, modifications, or waivers of the provisions hereof shall be valid only when they have been reduced to writing, duly signed by the Office and Respondent hereto, attached to the original of this Stipulation and Consent Agreement, and subject to the approval of the Office.

WHEREFORE, in consideration of the foregoing, the Office and Respondent execute this Stipulation and Consent Agreement for entry of a Final Order on the last date executed below.

[this space intentionally left blank with signatures appearing on the following page]

MERCARI, INC.:

Signed by:
Christopher James Hardy
8A27702E7C43400...
(Signature) Christopher James Harder

Date: September 29, 2026

Name: Christopher James Hardy

Title: Chief Financial Officer

State of Commonwealth of Pennsylvania

County of Lehigh

Christopher James Hardy, as Chief Financial Officer of Mercari, Inc., BEFORE ME by means of ☐ physical presence or ☒ online notarization, has sworn (or affirmed) that he has read and understands the foregoing agreement and voluntarily signed the same.

SWORN TO AND SUBSCRIBED before me this 29 day of September , 2026.

Signed by:
Matoka Boone
8CFA7A8500D948...
Notary Public Matoka Boone

Check the appropriate box:

Personally known ☐

OR Produced Identification ☒

Type of identification produced ☒ Driver's License ☐ Passport ☐ Other _________________ (Do not include ID number)

Commonwealth of Pennsylvania - Notary Seal
MATOKA BOONE - Notary Public
Lehigh County
My Commission Expires April 29, 2028
Commission Number 1443860

Christopher James Hardy provided CA drivers license as ID

This notarization was conducted online using two way audio/video recording

OFFICE OF FINANCIAL REGULATION

Bill Morin

Date: 10/20/2026

Bill Morin, Interim Director
Division of Consumer Finance