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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

2/6/2023
(Street)

COTTONWOOD HEIGHTS, UT 84121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)2/6/2023  J (2)    60000   (1) (1)Class A Common Stock 60000  (2)5575000 I See footnote (3)
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 Scott E. Klossner and two transferees not affiliated with the Issuer (collectively, the "Transferees"), each pursuant to the terms of securities assignment agreements between the Transferees and 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.

Remarks:
Exhibit List Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mercato Partners Acquisition Group, LLC
C/O 2750 E. COTTONWOOD PKWY, STE 500
COTTONWOOD HEIGHTS, UT 84121
X

Bullfrog Bay Trust
C/O 2750 E. COTTONWOOD PKWY, STE 500
COTTONWOOD HEIGHTS, UT 84121
X

WARNOCK GREG
C/O 2750 E. COTTONWOOD PKWY, STE 500
COTTONWOOD HEIGHTS, UT 84121		X
Chief Executive Officer
Signatures
Mercato Partners Acquisition Group, LLC, By: Bullfrog Bay Trust, By: /s/ Diane Warnock, Trustee for Bullfrog Bay Trust2/6/2023
**Signature of Reporting PersonDate

/s/ Scott E. Klossner, Attorney-in-Fact for Gregory H. Warnock2/6/2023
**Signature of Reporting PersonDate
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 control number.
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