WARRANT TERMINATION AND ADOPTION AGREEMENT among MERCATO PARTNERS ACQUISITION CORP., NVNI GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2023

Exhibit 2.3

WARRANT TERMINATION AND ADOPTION AGREEMENT

among

MERCATO PARTNERS ACQUISITION CORP.,

NVNI GROUP LIMITED

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Dated September 29, 2023

THIS WARRANT TERMINATION AND ADOPTION AGREEMENT (this “Agreement”), dated September 29, 2023, is made by and among Mercato Partners Acquisition Corp., a Delaware corporation (the “Company”), Nvni Group Limited, a Cayman Islands exempted company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement (as defined below).

WHEREAS, the Company and the Warrant Agent are parties to that certain warrant agreement, dated November 3, 2021 (the “Existing Warrant Agreement”), pursuant to which the Company issued (i) 10,050,000 Private Placement Warrants to the Sponsor and (ii) 11,500,000 Public Warrants;

WHEREAS, the terms of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, on February 26, 2023, the Company, PubCo, Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Nuvini Holdings Limited, a Cayman Islands exempted company, entered into a business combination agreement (as amended, modified or supplemented from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect, wholly-owned subsidiary of PubCo, and each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (except for shares being cancelled) shall be converted into and represent the right to receive one ordinary share of PubCo, par value $0.00001 (the “PubCo Ordinary Shares”);

WHEREAS, pursuant to the Business Combination Agreement, PubCo will cause to be contributed (as a capital contribution) (the “Warrant Contribution”) certain warrants to be utilized as consideration in connection with the Merger, as provided in the Business Combination Agreement (the “New Warrants”);

WHEREAS, upon consummation of the Merger, in accordance with the terms of the Business Combination Agreement, the Warrants shall be converted into the New Warrants, which New Warrants will not be exercisable for Common Stock but instead will be exercisable (subject to the terms of the Existing Warrant Agreement that are adopted by PubCo to govern the New Warrants as provided hereby) for the same number of PubCo Ordinary Shares;

WHEREAS, the Board has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination;

WHEREAS, in connection with the Merger, the Company desires to terminate the Existing Warrant Agreement and PubCo will adopt a new warrant agreement (the “Warrant Agreement”) to govern the New Warrants with the same terms as the Existing Warrant Agreement except for such amendments described herein; and

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

“WHEREAS, on November 3, 2021, Mercato Partners Acquisition Corp., a Delaware corporation (“Mercato” ), entered into that certain Private Placement Warrants Purchase Agreement with Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 10,050,000 warrants bearing the legend set forth in Exhibit B hereto (including any successor warrants in respect thereof, the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, in order to finance Mercato’s transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving Mercato and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of Mercato’s officers and directors may, but are not obligated to, loan Mercato funds as Mercato may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per warrant (including any successor warrants in respect thereof, the “Working Capital Warrants”);

WHEREAS, on November 8, 2021, Mercato consummated its initial public offering (the “Offering”) of units of Mercato’s equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, issued and delivered 11,500,000 redeemable warrants to public investors in the Offering (including any successor warrants in respect thereof, the “Public Warrants” and, collectively with the Working Capital Warrants and the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of Mercato, par value $0.00001 per share (“Common Stock”), for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant;

WHEREAS, Mercato filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-1, File No. 333-260219 (the “Registration Statement”), and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units and the Public Warrants and the shares of Common Stock included in the Units;

WHEREAS, the Company, Mercato, Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Nuvini Holdings Limited, a Cayman Islands exempted company are parties to that certain Business Combination Agreement, dated as of February 26, 2023 (the “Business Combination Agreement”), pursuant to which, among other things, (i) Merger Sub will merge with and into Mercato (the “Merger”), with Mercato surviving the Merger, pursuant to which each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (except for shares being cancelled) will be converted into and represent the right to receive one ordinary share of the Company, par value $0.0001 (“Ordinary Shares”) and (ii) each Warrant outstanding and unexercised immediately prior to the Merger Effective Time (as defined in the Business Combination Agreement), will be converted into and become a warrant to purchase Ordinary Shares determined as if the Company assumed such Warrant in accordance with the terms of that certain Warrant Agreement, dated as of November 3, 2021 (the “Existing Warrant Agreement”), by and between Mercato and the Warrant Agent;

WHEREAS, on September 29, 2023, the Company, Mercato and the Warrant Agent entered into a Warrant Agreement (the “Warrant Agreement”), pursuant to which, among other things, the Company adopted the liabilities and obligations under this Agreement;

WHEREAS, pursuant to the Business Combination Agreement, the Warrant Agreement and the terms of this Agreement (as adopted by the Warrant Agreement), each Public Warrant and each Private Placement Warrant has been converted into a warrant providing the right to purchase one Ordinary Share rather than one share of Common Stock;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

“[INTENTIONALLY OMITTED.]”

“Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Nvni Group Ltd

P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

with a copy (which shall not constitute notice) to:

▇▇▇▇▇ ▇▇▇▇▇ LLP

▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Chicago, Illinois 60606

Attn: ▇▇▇▇▇▇ ▇. Best

and

Tauil & Chequer Advogados (an affiliate of ▇▇▇▇▇ ▇▇▇▇▇ LLP)

Avenida Presidente ▇▇▇▇▇▇▇▇▇

– 5°, 6° e 7° andares

São Paulo/SP, Brazil 04543-011

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 30th Floor

New York, NY 10004

Attention: Compliance Department”

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Termination and Adoption of Warrant Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Termination and Adoption of Warrant Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Termination and Adoption of Warrant Agreement]