September 23, 2024

Isabel Marin Vargas
Director
Mercalot Inc.
C/ de l   Illa Formentera, 54, Quatre Carreres
46026 Valencia, Spain

        Re: Mercalot Inc.
            Registration Statement on Form S-1
            Filed August 27, 2024
            File No. 333-281804
Dear Isabel Marin Vargas:

       We have reviewed your registration statement and have the following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.      Please move the Item 501(b)(10) legend and date of the prospectus from
the cover page of
        the registration statement to the cover page of the prospectus.
2.      We note your disclosure on page 6 that you will seek to have a market
maker file an
        application with FINRA for your common stock to be eligible for trading
on the
        OTC Market, Nasdaq Stock Market, and OTCQB "[a]fter the effective date
of the
        registration statement (emphasis added)." We also note your disclosure
that you do not
        currently "have an arrangement in place for a market maker to file such
and application
        and there is no guarantee that [you] will be able to find one to do
so." Please prominently
        include these representations on the prospectus cover page.
3.      We note your disclosure here that "Mercalot Inc. qualifies as an
'emerging growth
        company.'" Please revise your disclosure, for example, in the
Prospectus Summary, to
        provide a summary discussion regarding the implications of being an EGC
(e.g., that you
        may take advantage of certain reduced reporting requirements that are
otherwise
 September 23, 2024
Page 2

        applicable to larger public company and whether you intend to take
advantage of these
        reduced reporting requirements and exemptions), as well as what
conditions would result
        in you ceasing to be an EGC. Provide a cross-reference on the
prospectus cover page to
        this discussion.
Prospectus Summary
General Information About Our Company, page 4

4.      Please prominently disclose that your auditor has raised substantial
doubt as to your
        ability to continue as a going concern. In addition, please disclose
that your status as
        a development stage company, means that you have no or limited active
business
        operations, no revenues, and no significant assets.
Our director will continue to exercise significant control over our operations
. . ., page 13

5.      We note your disclosure that "[a]fter the completion of this offering,
our management will
        own major[ity] of our common stock" and that "[i]t will have a
significant influence in
        determining the outcome of all corporate transactions." Please revise
to disclose
        management's percentage ownership of your common stock assuming the
sale of all
        shares being registered and characterize such ownership as a
controlling
        interest. Additionally, please include comparable disclosure on the
prospectus cover page.
Risk Factors
We are selling this offering without an underwriter . . ., page 13

6.      Please revise this risk factor to explain that no underwriter has
engaged in any due
        diligence activities and that an underwriter   s due diligence
obligations go to confirming
        the accuracy of the disclosure in the prospectus as well as providing
input as to the
        offering price.
Use of Proceeds, page 15

7.      Please revise the Use of Proceeds table to reflect the order of
priority of your proceeds
        and discuss your plans if substantially less than the maximum proceeds
are obtained.
        Refer to Instruction 1 to Item 504 of Regulation S-K.
Dilution, page 16

8.      It appears you have included your intangible asset balance in your net
tangible book
        value. Please revise to remove the intangible assets from your net
tangible book value
        calculation.
Description of Our Business, page 21

9.      Please revise to disclose what types of goods and services will be sold
on your
        marketplace.
Certain Relationships and Related Transactions, page 41

10.     We note your disclosure on page F-9 that "[a]s of June 30, 2024, the
Company owed
        $49,230 to the Company   s directors, Blas Mayor Reyes and Isabel Marin
Vargas, for the
        Company   s working capital purposes." Please revise to disclose the
amount outstanding as
        of the most recent practicable date. Refer to Item 404(d) and Item
404(a)(5) of Regulation
 September 23, 2024
Page 3

       S-K. We also note your disclosure on page 31 that your business office
"was provided by
       our officer and president Mr. Mayor Reyes for free use, without any
payment." Please
       revise to include the approximate dollar value of such office space.
Refer to Item 404(d)
       and Item 404(a)(3) of Regulation S-K.
Notes to the Financial Statements
Note 5. Related Party Transactions, page F-9

11.    Please disclose the amount at which you valued the services of Blas
Mayor Reyes that
       are included in General and Administrative Expenses.
General

12.    We note that you intend to be listed and traded on the Nasdaq Stock
Market. We also note
       that this is a best-efforts, self-underwritten offering. Please
supplementally tell us the
       listing standard you intend to rely upon in listing your common stock
and specifically
       confirm whether and how you meet each of the quantitative requirements.
If you do not
       meet such quantitative requirements, please explain how you expect to do
so.
       Alternatively, please remove references to listing your common stock on
the Nasdaq
       Stock Market from the registration statement.
13.    It appears from your disclosure that you may be a shell company pursuant
to Rule
       405 under the Securities Act. In this regard, we note that you have no
revenue, minimal
       operations and nominal assets. Please revise to explicitly disclose your
status as a shell
       company and further disclose the consequences of that status, such as
the restrictions on
       your ability to use registration statements on Form S-8, the limitations
on the ability of
       your security holders to use Rule 144 and the potential reduced
liquidity or illiquidity of
       your securities. Alternatively, explain to us why this is not necessary.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at
202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Taylor Beech at 202-551-4515 with any
other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Trade &
Services