You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed financial statements and related notes included in Part I, Item 1 of this Quarterly Report. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in Delaware on February 22, 2021. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.



As of March 31, 2022, we have not commenced any operations. All activity for the
period from February 22, 2021 (inception) through March 31, 2022 relates to our
formation and the IPO, described below, and, since the offering, the search for
a prospective initial business combination. We will not generate any operating
revenues until after the completion of its initial business combination, at the
earliest. We will
generate non-operating income
in the form of interest income on cash and cash equivalents from the proceeds
derived from the Initial Public Offering,
and non-operating income
or expense due to changes in the fair value of derivative warrant liabilities.
We have selected December 31 as its fiscal year end.

Our sponsor is Mercato Partners Acquisition Group, LLC, a Delaware limited liability company. The registration statement filed in connection with our Initial Public Offering was declared effective on November 3, 2021. On November 8, 2021, we consummated our Initial Public Offering of 20,000,000 units (the "Units" and, with respect to the Class A common stock included in the Units being offered, the "public shares"), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.1 million, of which $4.0 million was for underwriting commissions (see Note 5), $7.0 million was for deferred underwriting commissions and approximately $1.1 million was for offering costs, of which approximately $343,000 was allocated to derivative warrant liabilities.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement ("Private Placement") of 9,000,000 warrants, at a price of $1.00 per private placement warrant to the sponsor, generating proceeds of $9.0 million.

In connection with the Initial Public Offering, the underwriter was granted an option (the "Over-allotment Option") to purchase up to an additional 3,000,000 Units ("Over-allotment Units") solely to cover over-allotments, if any, at an offering price of $10.00 per Over-allotment Unit. On November 19, 2021, the underwriter exercised the Over-allotment Option in full and, on November 23, 2021, purchased 3,000,000 Over-allotment Units, generating gross proceeds of $30,000,000, and incurring additional offering costs of approximately $1.7 million, of which $600,000 was paid for underwriting commissions, and approximately $1.1 million is payable to the underwriter for deferred underwriting commissions.

Simultaneously with the sale of the Over-allotment Units, on November 23, 2021, the Company consummated a second closing of the Private Placement of an aggregate of 1,050,000 private placement warrants, at a price of $1.00 per private placement warrant, with the sponsor. The second closing of the Private Placement generated additional aggregate gross proceeds of $1,050,000. The private placement warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, if held by the sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination.



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Upon the closing of the Initial Public Offering, over-allotment and the Private
Placement, $233.45 million ($10.15 per Unit) of net proceeds, including the net
proceeds of the Initial Public Offering and certain of the proceeds of the
Private Placement, was placed in a trust account ("trust account") with
Continental Stock Transfer & Trust Company acting as trustee and invested in
United States "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under
Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, or the Investment Company
Act, which invest only in direct U.S. government treasury obligations, as
determined by us, until the earlier of: (i) the completion of a business
combination and (ii) the distribution of the trust account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Our business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time we sign a definitive agreement in connection with the initial business combination. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.



We will provide our holders of the public shares (the "public stockholders")
with the opportunity to redeem all or a portion of their public shares upon the
completion of a business combination either (i) in connection with a
stockholders' meeting called to approve the business combination or (ii) by
means of a tender offer. The decision as to whether we will seek stockholder
approval of a business combination or conduct a tender offer will be made by us,
solely in its discretion. The public stockholders will be entitled to redeem
their public shares for a pro rata portion of the amount then in the trust
account (initially at $10.15 per share, plus any pro rata interest earned on the
funds held in the trust account and not previously released to us to pay its tax
obligations).
The per-share amount
to be distributed to public stockholders who redeem their public shares will not
be reduced by the deferred underwriting commissions we will pay to the
underwriter. All of the public shares contain a redemption feature which allows
for the redemption of such public shares in connection with the liquidation, if
there is a stockholder vote or tender offer in connection with the initial
business combination and in connection with certain amendments to our amended
and restated certificate of incorporation. In accordance with U.S. Securities
and Exchange Commission (the "SEC") and its guidance on redeemable equity
instruments, which has been codified in
ASC 480-10-S99, redemption
provisions not solely within the control of a company require common stock
subject to redemption to be classified outside of permanent equity. Given that
the public shares will be issued with other freestanding instruments (i.e.,
public warrants), the initial carrying value of Class A common stock classified
as temporary equity will be the allocated proceeds determined in accordance with
ASC 470-20. The
Class A common stock is subject to
ASC 480-10-S99. If
it is probable that the equity instrument will become redeemable, we have the
option to either (i) accrete changes in the redemption value over the period
from the date of issuance (or from the date that it becomes probable that the
instrument will become redeemable, if later) to the earliest redemption date of
the instrument or (ii) recognize changes in the redemption value immediately as
they occur and adjust the carrying amount of the instrument to equal the
redemption value at the end of each reporting period. We have elected to
recognize the changes in redemption value immediately. The changes in redemption
value are recognized as
a one-time charge
against
additional paid-in capital
(to the extent available) and accumulated deficit. While redemptions cannot
cause our net tangible assets to fall below $5,000,001, all of the public shares
are redeemable and will be classified as such on the balance sheet until such
date that a redemption event takes place.

If we seek stockholder approval in connection with a business combination, the holders of the founder shares prior to this Initial Public Offering (the "initial stockholders") agreed to vote their founder shares and any public shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination. In addition, we agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the sponsor.



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Notwithstanding the foregoing, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of us.

The sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to provide for the redemption of its public shares in connection with a business combination or to redeem 100% of its public shares if we do not complete a business combination, unless we provide the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. Any such payments would be made in the form of a loan.

We will have 15 months from the closing of the Initial Public Offering, or February 8, 2023, to consummate an initial business combination. However, if we anticipate that it may not be able to consummate the initial business combination within 15 months, we will, by resolution of its board if requested by the sponsor, extend the period of time to consummate a business combination by an additional three months (for a total of 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In connection with any such extension, public stockholders will not be offered the opportunity to vote on or redeem their shares. In order to extend the time available to us to consummate the initial business combination for an additional three months, the sponsor or its affiliates or designees must deposit into the trust account $0.10 per Public Share, or $2.3 million in the aggregate on or prior to the date of the deadline.

If we are unable to complete a business combination within 15 months from the closing of the Initial Public Offering or a potential three-month extension period (the "Combination Period"), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then- outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In connection with the redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay the Company's taxes payable (less up to $100,000 of interest to pay dissolution expenses).

The initial stockholders agreed to waive their liquidation rights with respect to the founder shares if we fail to complete a business combination within the Combination Period. However, if the initial stockholders should acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete a business combination within the Combination Period. The underwriter agreed to waive its rights to their deferred underwriting commission held in the trust account in the event we do not complete a business combination within the Combination Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be only $10.15 per share initially held in the trust account. In order to protect the amounts held in the trust account, the sponsor agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to our, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust



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account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. We will seek to reduce the possibility that the sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other entities with which we do business, execute agreements with our waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Going Concern Consideration

As of March 31, 2022, we had approximately $250,000 in cash and working capital of approximately $342,000.

The Company's liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the sponsor to purchase founder shares and a loan under the Note from the sponsor of approximately $162,000. The Company fully repaid the Note on November 12, 2021. Subsequent to the consummation of the Initial Public Offering, the Company's liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account.



In connection with our assessment of going concern considerations in accordance
with FASB Accounting Standards Update
("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that the mandatory liquidation and subsequent
dissolution raises substantial doubt about our ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or
liabilities should we be required to liquidate after February 8, 2023. The
financial statements do not include any adjustment that might be necessary if we
are unable to continue as a going concern. Management plans to complete a
business combination prior to the mandatory liquidation date.

Results of Operations

Our entire activity from February 22, 2021 (inception) through March 31, 2022 was in preparation for our formation and the Initial Public Offering. We will not be generating any operating revenues until the closing and completion of our initial business combination.

For the three months ended March 31, 2022, we had a net income of approximately $5,746,000, which consisted of approximately $6,034,000 of non-operating gain from the change in the fair value of derivative liabilities, and approximately $21,000 in income from investments held in trust account, partially offset by approximately $261,000 of general and administrative expenses, and approximately $49,000 in franchise tax expense.

For the period from February 22, 2021 (inception) through March 31, 2021, we had a net loss of approximately $5,000, which consisted of general and administrative expenses.

Other Contractual Obligations

Registration and Shareholder Rights

The holders of the founder shares, private placement warrants, Class A common stock underlying the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to the registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter received an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering and over-allotment. An additional fee of $0.35 per Unit, or $8.05 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. These deferred underwriting commissions are included in the accompanying balance sheet.



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Risks and Uncertainties



Management continues to evaluate the impact of
the COVID-19 pandemic
on the industry and has concluded that while it is reasonably possible that the
virus could have a negative effect on the Company's financial position, results
of its operations, and/or search for a target company, the specific impact is
not readily determinable as of the date of the financial statement. The
financial statement does not include any adjustments that might result from the
outcome of this uncertainty.

Critical Accounting Policies and Estimates

This management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:

Derivative Warrant Liabilities



The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such
instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and
ASC 815-15. The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity,
is re-assessed at
the end of each reporting period. The determination of the fair value of the
warrant liabilities and other financial instruments is subject to change as more
current information becomes available and accordingly the actual results could
differ significantly. Derivative warrant liabilities are classified
as non-current liabilities
as their liquidation is not reasonably expected to require the use of current
assets or require the creation of current liabilities.

Redeemable Class A Common Stock



All of the 20,000,000 shares of Class A common stock sold as parts of the Units
in the Initial Public Offering contain a redemption feature. In accordance with
the Accounting Standards Codification 480-10-S99-3A, "Classification and Measurement of
Redeemable Securities", redemption provisions not solely within the control of
the Company require the security to be classified outside of permanent equity.
Ordinary liquidation events, which involve the redemption and liquidation of all
of the entity's equity instruments, are excluded from the provisions of ASC 480.
We classified all of the shares of Class A common stock as redeemable.
Immediately upon the closing of the Initial Public Offering, we recognized
a one-time charge
against
additional paid-in capital
(to the extent available) and accumulated deficit for the difference between the
initial carrying value of the Class A common stock and the redemption value.

Effective with the closing of the Initial Public Offering, we recognized the
accretion from initial book value to redemption amount, which resulted in
charges against
additional paid-in capital
(to the extent available) and accumulated deficit.

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Net Income (Loss) Per Share of Common Stock

We comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods, excluding common stock subject to forfeiture. We considered the effect of Class B common stock that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of the Over-allotment Option by the underwriter. As of March 31, 2022 and December 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of ours. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

Off-Balance Sheet

Arrangements

As of March 31, 2022, we did not have

any off-balance sheet

arrangements as defined in Item 303(a)(4)(ii) of

Regulation S-K and

did not have any commitments or contractual obligations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by

Rule 12b-2 of

the Exchange Act and are not required to provide the information otherwise required under this item.

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