Sec Form 4 Filing - Mercato Partners Acquisition Group, LLC @ Mercato Partners Acquisition Corp - 2023-07-18

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mercato Partners Acquisition Group, LLC 2. Issuer Name and Ticker or Trading Symbol Mercato Partners Acquisition Corp [ MPRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 2750 E. COTTONWOOD PKWY, STE 500 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2023 (Street) COTTONWOOD HEIGHTS, UT84121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock ( 1 ) 07/18/2023 J( 2 ) 2,000 ( 1 ) ( 1 ) Class A Common Stock 2,000 ( 2 ) 5,573,000 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Rela tionships Director 10% Owner Officer Other Mercato Partners Acquisition Group, LLC C/O 2750 E. COTTONWOOD PKWY, STE 500 COTTONWOOD HEIGHTS, UT84121 X Bullfrog Bay Trust C/O 2750 E. COTTONWOOD PKWY, STE 500 COTTONWOOD HEIGHTS, UT84121 X WARNOCK GREG C/O 2750 E. COTTONWOOD PKWY, STE 500 COTTONWOOD HEIGHTS, UT84121 X Chief Executive Officer Signatures Mercato Partners Acquisition Group, LLC, By: Bullfrog Bay Trust, By: /s/ Diane Warnock, Trustee for Bullfrog Bay Trust 07/18/2023 Signature of Reporting Person Date /s/ Scott E. Klossner, Attorney-in-Fact for Gregory H. Warnock 07/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B common stock will automatically convert into shares of Class A common stock at the completion of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. ( 2 )Reflects the disposition of securities from Mercato Partners Acquisition Group, LLC ("Sponsor") to John Brent Henricksen, a member of the board of directors of the Issuer, pursuant to the terms of a securities assignment agreement between Mr. Henricksen and the Sponsor. ( 3 )Represents shares held by Sponsor. Sponsor is the record holder of the securities reported herein. Sponsor is managed by Bullfrog Bay Trust (a family trust managed by the wife and two adult sons of Gregory H. Warnock, the Chief Executive Officer and Chair of the Board). Mr. Warnock may be deemed to have voting and dispositive power over the securities held by Sponsor.

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).

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