OTC: MRCL

GENERAL INFORMATION

Mercalot Inc. was incorporated on April 24, 2024
under the laws of the state of Wyoming. We are a development stage company that provides an e-commerce and classifieds platform, which
is also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already
working, but we also intend to add more features to make the app better and offer wide range of services.

Currently, we have no employees, only our officers
and directors, Mr. Blas Mayor Reyes and Ms. Isabel Marin Vargas. Our executive and business office is located at C/ de l’Illa Formentera,
54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.

Our business is an online platform that combines
the ability to place offers and orders for services, creating a convenient environment for interaction between buyers and service providers.
“SafeDeal” aims to ensure the reliability and security of the entire process: from searching to dealings. The application
strives to become a reliable partner that will support the user at every step. Our mission is to develop a convenient and secure platform.
Starting in the Spanish market, we have significant plans for expansion into the broader European market.

Marketplace platforms hold immense relevance and
importance in today’s interconnected and digital world. These platforms, where buyers and sellers converge to exchange goods, services,
and ideas, play a pivotal role in shaping the modern economy. Here is why they are so significant:

Global Connectivity: marketplace platforms break
down geographical barriers, connecting individuals and businesses on a global scale, meaning that sellers can reach a vast audience,
and buyers can access a diverse range of products and services from around the world.

Economic Empowerment: these platforms empower
individuals and small businesses by providing a level playing field, allowing entrepreneurs to easily set up virtual storefronts, reaching
potential customers without the need for a physical presence; this democratization of commerce contributes to economic empowerment.

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Efficiency and Convenience: marketplace platforms
streamline the buying and selling process, making it efficient and convenient by allowing users to browse, compare, and make a deal with
just a few clicks, eliminating the traditional hassles associated with commerce.

Diverse Product and Service Offerings: our marketplace
platform offers a comprehensive range of services and products, organized into the following categories:

·
Services:

-
Design (services in graphic design, logo creation, and branding, catering to businesses and individuals looking to enhance their visual identity);

-
Development and IT (web and software development, app development, IT support, and other technology services for clients seeking custom digital solutions);

-
SEO and Traffic (services to improve website search engine rankings, drive traffic, and optimize digital presence for businesses aiming to enhance online visibility);

-
Social media and Advertising (social media management, digital marketing strategies, and online advertising services for brands looking to grow their audience and reach);

-
Audio, Video, and Shooting (professional services for video production, audio editing, photography, and videography for personal or commercial projects);

-
Texts and Translations (writing, copywriting, editing, and translation services across multiple languages for diverse content needs);

-
Business and Life (consulting services for business strategy, personal development, life coaching, and other professional advice tailored to personal and business growth).

·
Products:

-
iTunes & App Store (digital products and services available for purchase through major app platforms like iTunes and the App Store);

-
Audiobooks (audio versions of books across genres, catering to listeners seeking educational or recreational content);

-
Databases (collections of data and resources, including educational materials, industry data, and research tools);

-
Video and Audio Courses, Lessons (digital courses and lessons covering a wide range of topics, from professional skills to personal hobbies);

-
Web Sites (pre-built websites and templates for individuals and businesses looking to establish an online presence quickly);

-
Mobile Applications (access to and downloads of mobile applications for a variety of uses, from productivity to entertainment);

-
Access to Resources (subscriptions or one-time purchases for exclusive access to digital libraries, educational content, and other resources);

-
Game Accounts and Currency (virtual items such as game accounts and in-game currency for popular video games, catering to gaming enthusiasts);

-
Gift Certificates and Invitations (digital gift certificates for various services and personalized invitations for events and special occasions);

-
Forecasts and Social Networks (industry trend forecasts, market research reports, and tools to grow and manage social media presence);

-
Hosting (web hosting services for individuals and businesses, enabling them to host websites, applications, and digital content online);

-
Miscellaneous (user-uploaded products such as secondhand clothes, handmade crafts, and other physical items, creating a versatile marketplace for unique and personalized goods).

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By offering a diverse selection of goods and services,
our platform aims to serve a wide range of consumer preferences, from individual creators and small businesses to consumers looking for
unique products and professional services. This diversity enhances our marketplace’s inclusiveness and caters to both digital and
physical product needs.

Innovation Hub: these platforms often serve as
hubs for innovation, where entrepreneurs can test new ideas, products, or services without significant upfront costs, fostering a culture
of creativity and continuous improvement.

Data-Driven Insights: the data generated by marketplace
platforms provide valuable insights into consumer behavior, market trends, and preferences, allowing businesses to make informed decisions
and tailor their offerings to meet customer demands.

“SafeDeal” app is new and convenient
online marketplace, where every seller can find their buyer and every customer can find what they need. The platform provides an opportunity
for both sellers and buyers to place ads for goods and services they want to sell or buy. By combining accessibility, efficiency, and
trust, the application transforms the way people in Spain engage in buying and selling, shaping a more connected and empowered society.
We provide our customers with a user-friendly application that caters to both seasoned service providers and sellers and newcomers alike.
The interface is designed with simplicity in mind, ensuring a smooth and intuitive experience for users of all backgrounds. Whether you’re
looking to sell pre-loved items, discover unique treasures, or engage in professional service providing, “SafeDeal” has you
covered. Here are services that we can offer in our application:

·
User-Friendly Interface (navigate effortlessly through the app’s clean and intuitive design, making buying and selling a breeze)

·
Protection of Personal Data (utilization of state-of-the-art encryption technologies to ensure the confidentiality of personal data; two-factor authentication for an additional layer of security)

·
Identity Verification (identity verification through email or nickname; blocking suspicious accounts)

·
Personalized Profiles (users can create their unique profile to showcase their listings, reviews, and ordering history; also, they can connect with other users and build a trusted network within the community)

·
Placing offers (users can create offers for the provision of various services; detailed descriptions, photos and prices allow you to present your services in the best possible way)

·
Ordering services (users can place orders for the services they need, specifying details and deadlines; users can also look for the services in the catalog of all the offers in the application; reviews and ratings help to choose the best performers)

·
Dynamic Categories (exploring a diverse range of categories, from electronics and fashion to real estate and services)

·
Chat and notifications (built-in chat for convenient communication between the client and the contractor; notifications about the status and changes in orders)

·
Customer Support (providing 24/7 customer support to address user queries and resolve potential issues)

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There are also several features that we intend
to successfully implement in the future:

·
Premium accounts for users: Introducing a paid package for users that provides additional features such as access to exclusive services, advanced search capabilities, and personalized recommendations.

·
Paid packages for the contractors: Fulfillers can subscribe to premium packages to increase visibility and the number of orders. Packages may include priority visibility, the ability to add more photos, or highlighting in search results.

·
Advertising campaign options: Introducing paid options for service providers and businesses to promote their services to their target audience through customized advertising campaigns.

·
Affiliate programs: Creating affiliate programs for other businesses and services that allow you to receive commissions from genuine sales made through affiliate links or promotional codes.

·
Analytics and data: Collecting and analyzing user data to provide insights to product sellers and service providers. This could include anonymized data on user’s search history, their preferences and requirements. Charging fees for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided.

·
Additional services: Offering additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience.

For a better understanding of how the “SafeDeal”
app works, let’s consider two scenarios of using the app:

I.
Ordering a service

1)
the user registers or logs into their account

2)
then access the catalog of posted services and goods

3)
use filters to specify a service or product for a smaller sample or enter the name in the search field

4)
select the service or product of interest and contact the seller to receive it using the appropriate button in the service window

II.
Placing a service

1)
after logging in to the application, click the create service button

2)
select the type: sale of a service or product, category, write a description and set a price

3)
the created service or product is put up for sale and displayed in the catalog, wait for your buyer

We plan to constantly expand the functionality
of our services to make our application more attractive for our consumers. We have purchased the mobile application from LABRIS LIMITED
for iOS and Android platforms and the website for total consideration of US $47,000.

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The Company’s revenues are expected to be
derived mostly from advertising, but there are also several revenue opportunities that we intend to use in the future, such as premium
account subscriptions, paid packages for the contractors, affiliate programs, analytics and data, additional paid services, such as transaction
security consultations, insurance, and other services that improve the user experience. For a more detailed description of all earning
opportunities, see the “Revenue” section below.

REVENUE

·
Advertising – generating income through in-app advertising, including:

-
Banner ads that will feature static or animated images or media and will be strategically positioned in prominent areas of the app. This form of advertising is appealing as it can increase exposure to a wide range of services and products, leading to potential customer leads.

-
Pop-up windows that represent another impactful aspect of our advertising services, these pop-ups will appear at the center of the screen, effectively capturing the attention of users.

In the future, we may generate additional revenue
from the following services:

·
Premium accounts for users: Introducing a paid package for users that provides additional features such as access to exclusive services, advanced search capabilities, and personalized recommendations.

·
Paid packages for the contractors: Fulfillers can subscribe to premium packages to increase visibility and the number of orders. Packages may include priority visibility, the ability to add more photos, or highlighting in search results.

·
Advertising campaign options: Introducing paid options for service providers and businesses to promote their services to their target audience through customized advertising campaigns.

·
Affiliate programs: Creating affiliate programs for other businesses and services that allow you to receive commissions from genuine sales made through affiliate links or promotional codes.

·
Analytics and data: Collecting and analyzing user data to provide insights to product sellers and service providers. This could include anonymized data on users’ search histories, their preferences and requirements. Charging fees for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided.

·
Additional services: Will offering additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience.

The “Current Service Pricing” and
“Future Service Pricing” sections reflect price ranges that have been developed based on market analysis, industry standards,
and the perceived value of our offerings. These price estimates are dynamic and may be adjusted in response to a variety of elements,
such as shifts in the market, improvements to services, and input from customers.

OUR ASSET MOBILE APPLICATION AND WEBSITE

We have a mobile application for Android and iOS
platforms known as “SafeDeal Connect”. The address on Google play is https://play.google.com/store/apps/details?id=sdc.connect
and on App store – https://apps.apple.com/us/app/safe-deal-connect/id6477819843. Our app is ready to use, but we also intend to
add more features to make the app better and offer a wider range of services.

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The backend infrastructure of our application
is built on the Node.js software platform, employing the Express.js framework to streamline communication with the client via HTTP requests.
For the backend, MongoDB, a NoSQL database, is integrated to enhance flexibility and scalability in handling dynamic data. MongoDB’s
document-oriented approach proves invaluable, allowing seamless adaptation to evolving data structures. On the front end, the user interface
is constructed using the React JavaScript library, known for its declarative and efficient approach to building interactive UIs. React’s
component-based architecture facilitates modular and maintainable code, contributing to a smooth and responsive user experience.

The main features and functionality of the application
are:

·
user registration via email

·
view and edit your profile

·
saving and further viewing of your favorite offers

·
change the application’s theme from light to dark

·
the ability to contact support

·
change the language to the user’s preference: English or Spanish

·
placing orders and offers

·
viewing services and offers of other users, searching them by category, cost, and novelty

·
chat to communicate with the service provider

The technologies and features that
we intend to implement as part of the next steps in developing the “SafeDeal” application include:

·
improvement of security and privacy system

·
improvement of user chat

·
Location based searches

·
analytics and data

·
additional services, such as transaction security consultations, insurance, and other services that improve the user experience

·
affiliate programs

·
premium accounts for users

·
targeted advertising

Our website (safedealconnect.com)
is for informational purposes only and does not have the functionality of a mobile application. It provides users with information about
the “SafeDeal” app, our company and contacts.

MARKET OVERVIEW

According to the recent research of Forbes, by
2027, 23% of retail purchases are expected to take place online and the e-commerce market is expected to total over $7.9 trillion. Various
marketplaces make it possible not only to shop online but also to order various services, from painting to software development, without
even leaving home. To quote the above-mentioned Forbes article: “If you’re looking for a way to boost your sales and take
your business to new heights, e-commerce should be on your radar.” Therefore, it goes without saying that e-commerce is at the peak
of popularity and continues to grow rapidly.

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Spain is no exception. According to its Statista
a global data and business intelligence platform, retail e-commerce sales are expected to grow at a compound annual growth rate (CAGR)
of 8.22%. In addition, there are other factors that demonstrate the relevance of online marketplaces today:

-
Gig economy activities are gaining popularity among independent professionals and entrepreneurs, making such platforms relevant to this rapidly growing audience.

-
The general trend towards a mobile lifestyle in Spanish society is driving the popularity of mobile apps for various daily tasks, including searching and providing services.

-
Considering local cultural aspects and peculiarities of the Spanish market allows creating a product that more closely matches the expectations and needs of users.

-
Such platforms can act as a catalyst for the development and support of small businesses and freelancers, adding social and economic value.

As the digital economy evolves, “SafeDeal
Connect” remains dedicated to connecting, empowering, and providing a dynamic platform for individuals and businesses to thrive
in the Spanish e-commerce ecosystem.

COMPETITION

There are numerous global companies in the industry.
Among them: Craigslist, Gumtree, OLX, Mercari and others. They provide their services in English and other different languages, as usual,
but all these companies operate in Spain, or at least in some parts of it, but they are focused on the global market rather than on a
specific country, so we believe that we can start by carving out a niche in the Spanish market. Most of these companies are privately
held; therefore, our future competitors will be substantially larger than our Company and have greater financial and technical resources,
industry expertise, and managerial capabilities than we have. Most of our competitors benefit from established brand awareness with current
and prospective customers.

We believe that industry competition for customers
is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on
these factors though we primarily hope to develop a niche market firstly in Spain then we plan to operate over the European countries.

MARKETING & SALES STRATEGY

A significant portion of our earnings will be
allocated in improving our mobile application and expanding its functionality. This investment aims to attract a broader audience and
enhance the appeal of our services. Additionally, a substantial share of our revenue will be dedicated to advertising and marketing efforts
to promote our services effectively.

Firstly,
our officers and directors, Blas Mayor Reyes and Isabel Marin Vargas will promote our products word of mouth and present our platform
“SafeDeal Connect” as a fully functional and convenient online marketplace. Eventually,
we intend to engage a freelance marketing manager, who will be responsible for the online advertising and sales.

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We plan to market our app through the following
strategies:

-
Unique Selling Proposition (we clearly define our advantages apart from competitors and will use them to promote our product).

-
Brand Identity (developing a strong and consistent brand identity across all channels).

-
Search Engine Optimization (optimizing content for search engines to improve visibility).

-
Social Media Presence (utilizing platforms relevant to our audience for engagement and promotions).

-
Blog Articles and Guides (sharing valuable content related to our marketplace to attract and educate users).

-
Video Content (creating engaging videos showcasing the benefits of our app and its features).

-
User-generated Content (encouraging users to share their experiences on social media and within the app).

-
Identify Influencers (collaborating with influencers in our industry to extend our reach).

-
Strategic Alliances (forming partnerships with complementary businesses to cross-promote).

-
Continuous Evaluation (regularly assessing and adapting strategies based on market trends and user feedback).

-
Leverage Positive Feedback (showcasing positive user reviews and testimonials to build trust).

-
Localized Marketing (tailoring campaigns for specific regions or cultures).

-
Community Building (fostering a sense of community among users through forums and social media).

Our ability to execute our marketing strategy
may be adversely affected if we do not have sufficient funds available for marketing activities, which could negatively affect our ability
to attract users and grow our business.

EMPLOYEES; CONTRACTS

We have no employees other than our officers and
directors, Blas Mayor Reyes and Isabel Marin Vargas.

OFFICES

Our business office is located at C/ de l’Illa
Formentera, 54, Quatre Carreres, 46026 Valencia, Spain and our phone number is +13072630861.

GOVERNMENT AND INDUSTRY REGULATION

We must adhere to all relevant laws and regulations
that pertain directly or indirectly to our operations, including United States securities laws. Compliance with all regulations, rules,
and directives from governmental authorities and agencies is mandatory for our services in Spain and for operating any facility in any
jurisdiction where we conduct activities.

We hold the view that government regulation will
not significantly affect our business operations.

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EMERGING GROWTH COMPANY STATUS UNDER THE JOBS
ACT

Mercalot Inc. qualifies as an “emerging
growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).

The JOBS Act creates a new category of issuers
known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1.07 billion
(as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by
emerging growth companies by exempting them from several provisions of the Securities Act of 1934 and its regulations. An emerging growth
company will retain that status until the earliest of:

·
The first fiscal year after its annual revenues exceed $1.07 billion;

·
The first fiscal year after the fifth anniversary of its IPO;

·
The date on which the company has issued more than $1.07 billion in non-convertible debt during the previous three-year period; and

·
The first fiscal year in which the company has a public float of at least $700 million.

Financial and Audit Requirements

Under the JOBS Act, emerging growth companies
are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:

·
Provide only two rather than three years of audited financial statements in their IPO Registration Statement;

·
Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;

·
Delay compliance with new or revised accounting standards until they are made applicable to private companies; and

·
Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor’s attestation regarding the issuer’s internal controls.

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Offering Requirements

In addition, during the IPO offering process,
emerging growth companies are exempt from:

·
Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;

·
Certain restrictions on communications to institutional investors before filing the IPO registration statement; and

Other Public Company Requirements

Emerging growth companies are also exempt from
other ongoing obligations of most public companies, such as:

·
The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;

·
Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and

·
The requirements under Sections 14A (a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.

Election under Section 107(b) of the JOBS Act

As an emerging growth company, we have made the
irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section
107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised
accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

DESCRIPTION OF PROPERTY

OFFICES

Our business office is located at C/ de l’Illa
Formentera, 54, Quatre Carreres, 46026 Valencia, Spain. The office space is provided by our officer and President, Mr. Blas Mayor Reyes,
at no cost to the Company. Based on current market rates for similar office spaces in the Valencia area, the approximate dollar value
of this office space is $600 per month or $7,200 per year. Our telephone number is +13072630861.

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