Mercato Partners Acquisition Form 3 Mercato Partners Acquisition / GREG WARNOCK ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last) (First) (Middle)

C/O 2750 E COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS UT 84121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2021

3. Issuer Name and Ticker or Trading Symbol
Mercato Partners Acquisition Corp [ MPRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	5,595,000	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

Mercato Partners Acquisition Group, LLC

(Last) (First) (Middle)

C/O 2750 E COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS UT 84121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bullfrog Bay Trust

(Last) (First) (Middle)

C/O 2750 E COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS UT 84121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WARNOCK GREG

(Last) (First) (Middle)

C/O 2750 COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS UT 84121

(City) (State) (Zip)

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. Mercato Partners Acquisition Group, LLC ("Sponsor") is the record holder of the shares 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 of directors of the Issuer). Mr. Warnock may be deemed to have voting and dispositive power over the shares held by Sponsor.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	Mercato Partners Acquisition Group, LLC, By: Bullfrog Bay Trust, By: /s/ Diane Warnock, Trustee for Bullfrog Bay Trust	11/03/2021
	/s/ Scott E. Klossner, Attorney-in-Fact for Gregory H. Warnock	11/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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