Item 1.01 Entry into a Material Definitive Agreement.

On October 11, 2022, Mercury Ecommerce Acquisition Corp., a Delaware corporation (the "Company"), issued a revolving promissory note (the "Note") in the principal amount of up to $1,000,000.00 to Mercury Sponsor Group I, LLC, a Delaware limited liability company (the "Sponsor"), pursuant to which the Sponsor agreed to loan the Company up to $1,000,000.00 on or before October 11, 2024 (the "Termination Date"). On October 11, 2022, the Company borrowed $200,000 under the Note.

The outstanding principal balance of the Note shall accrue interest at a rate equal to 6.00% per annum until the Termination Date, at which time all unpaid principal, together with all accrued and unpaid interest, shall be due and payable in full. The Sponsor waived any claims in connection with the Note to distributions from the Company's trust account.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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

Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit No. Description

  10.1      Revolving Promissory Note issued to the Sponsor

            Cover Page Interactive Date File (the cover page XBRL tags are embedded
104         within the inline XBRL document)


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