Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On July 26, 2022, Mercato Partners Acquisition Corporation (the "Company") issued an unsecured promissory instrument (the "Instrument") in the principal amount of up to $1,500,000 to Mercato Partners Acquisition Group, LLC (the "Sponsor"). The Instrument does not bear interest and is repayable in full upon consummation of the Company's initial business combination (a "Business Combination"). If the Company does not complete a Business Combination, the Instrument shall not be repaid and all amounts owed under it will be contributed to the Company by the Sponsor. Upon the consummation of a Business Combination, the Sponsor may utilize all or a portion of the unpaid principal balance of the Instrument to acquire that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the "Working Capital Warrants") equal to the amount so utilized divided by $1.00. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's initial public offering. The Instrument is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Instrument and all other sums payable with regard to the Instrument becoming immediately due and payable.

The Instrument was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Instrument is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Instrument.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits



Exhibit
  No.                              Description of Exhibits

99.1          Promissory Instrument, dated July 26, 2022, issued by Mercato
            Partners Acquisition Corporation to Mercato Partners Acquisition
            Group, LLC.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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