Exhibit 4.42 September 28, 2023 VIA EMAIL Mercato Partners Acquisition Corporation 2750 E. Cottonwood
Parkway, Suite #500 Cottonwood Heights, Utah Attention:
Scott Klossner Email: sklossner@mercatopartners.com with
copies to: Latham & Watkins LLP 811 Main Street,
Suite 3700 Houston, Texas 77002 Attention: Ryan Maierson;
Drew Capurro; Thomas Verity Email: ryan.maierson@lw.com; drew.capurro@lw.com; thomas.verity@lw.com and Machado Meyer Sendacz e Opice Advogados Av. Brigadeiro Faria Lima 3200 São Paulo  SP/Brazil Attention: Mariana Meditsch Email:
mmeditsch@machadomeyer.com.br Re: Letter Agreement To the
addressees set forth above, Reference is made to that certain Business Combination Agreement (the Business Combination
Agreement), made and entered into as of February 26, 2023, by and among Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the Company), Nvni Group Limited, an
exempted company incorporated with limited liability in the Cayman Islands (New PubCo), Nuvini Merger Sub, Inc., a Delaware corporation (Merger Sub and, together with the Company and New PubCo, the
Company Parties), and Mercato Partners Acquisition Corporation, a Delaware corporation (SPAC). Each Company Party and SPAC will individually be referred to herein as a Party and, collectively, as the
Parties. Capitalized terms used herein without definition have the meanings given to them in the Business Combination Agreement.  1.
Waiver of Obligation to Deliver Documentation Five Business Days Prior to the Closing Date. Section 3.2(f) of the Business Combination Agreement provides that, among other things, (i) at the Merger
Effective Time, New PubCo shall assume the Company Equity Plan, and all references to Company in the Company Equity Plan and the documents governing the Company Equity Plan after the Merger Effective Time will be deemed references to New
PubCo, and each Company Option, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Contribution Effective Time shall automatically cease to represent the right to purchase Company Ordinary Shares and shall
be canceled and extinguished in exchange for a number of Rollover Option, (ii) prior to the Closing, the Company Parties shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan (and the underlying
grant, award or similar agreements) to give effect to the provisions of Section 3.2(f) of the Business Combination Agreement and (iii) no less than five (5) Business Days prior to the Closing Date, the Company Parties shall provide to
SPAC copies of all such necessary or appropriate actions (the Documentation) and a meaningful opportunity to provide comments, which comments will be considered in good faith.




---

SPAC hereby waives the obligation of the Company Parties to provide the Documentation to
SPAC no less than five (5) Business Days prior to the Closing Date; provided, however, that, notwithstanding the foregoing, solely in the event the Company Parties do not take the actions set forth in Section 3.2(f) of the
Business Combination Agreement such that the Company Equity Plan is assumed by New PubCo prior to the Closing, the Company Parties shall take any and all such actions set forth in Section 3.2(f) of the Business Combination Agreement such that
the Company Equity Plan will be assumed by New PubCo in accordance with its Governing Documents no later than the Business Day immediately following the Closing Date and the board of directors of New PubCo shall have a meaningful opportunity to
review and provide comments, which comments will be considered in good faith.  2.
Amendment to Business Combination Agreement. SPAC hereby agrees that the definition of New PubCo Equity Plan Amount shall be amended and restated in its entirety to be as
follows: New PubCo Equity Plan Amount shall mean a number equal to five percent (5%) of the Fully Diluted Share Count
(exclusive of the New PubCo Equity Plan Amount).  3.
Miscellaneous. The Parties acknowledge that Section3 of this letter agreement constitutes a valid and binding amendment under
Section 11.12 of the Business Combination Agreement. Except for the amendments, acknowledgements, confirmations, consents and
waivers expressly provided for in this letter agreement, the Business Combination Agreement and each other Transaction Agreement and all of the terms, conditions and covenants contained herein and therein shall remain in full force and effect,
without any modification whatsoever. The provisions of Section 11.3 (Counterparts; Electronic Delivery), Section 11.7
(Governing Law) and Section 11.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Business Combination Agreement shall apply to this letter agreement mutatis mutandis. [Signature page follows]  2




---

Very truly yours,NUVINI HOLDINGS LIMITEDBy:

/s/ Pierre SchurmannName: Pierre SchurmannTitle: DirectorNVNI GROUP LIMITEDBy:

/s/ Pierre SchurmannName: Pierre SchurmannTitle: DirectorNUVINI MERGER SUB, INC.By:

/s/ Pierre SchurmannName: Pierre SchurmannTitle: Director
  The above is agreed to and accepted this 28th day of September, 2023MERCATO PARTNERS ACQUISITION CORPORATIONBy:

/s/ Scott KlossnerName: Scott KlossnerTitle: Chief Financial Officer [Signature Page to Waiver and Amendment]