SEPA / SEP Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 SEP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40679 (Commission File Number) 86-2365445

US5893812017 / MERCURY ECOMMERCE ACQUISITIO SPECIAL PURPOSE ACQUISITION COMPANIES / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1) SEP Acquisition Corp. [f/k/a Mercury Ecommerce Acquisition Corp] (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2024 SEP ACQUISITION CORP.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2024 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2024 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2024 SEP ACQUISITION CORP.

AMENDMENT NUMBER THREE TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NUMBER THREE TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER THREE TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 28, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). RECITALS WHEREAS, Purchaser, SEP Acquisition Holdings Inc., a Nevada c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 SEP ACQUISITION CORP.

AMENDMENT NUMBER THREE TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NUMBER THREE TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER THREE TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 28, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). RECITALS WHEREAS, Purchaser, SEP Acquisition Holdings Inc., a Nevada c

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 SEP ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40679 NOTIFICATION OF LATE FILING CUSIP NUMBER 589381201 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2024 SEP ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2024 SEP ACQUISITION CORP.

Amendment Number Two to Agreement and Plan of Merger, dated as of April 25, 2024, between the SEP Acquisition Corp. and SANUWAVE Health, Inc.

Exhibit 2.1 AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 25, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). RECITALS WHEREAS, Purchaser, SEP Acquisition Holdings Inc., a Nevada cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2024 SEP ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2024 SEP ACQUISITION CORP.

Amendment Number Two to Agreement and Plan of Merger, dated as of April 25, 2024, between the SEP Acquisition Corp. and SANUWAVE Health, Inc.

Exhibit 2.1 AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 25, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). RECITALS WHEREAS, Purchaser, SEP Acquisition Holdings Inc., a Nevada cor

SEP ACQUISITION CORP. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97.1 SEP ACQUISITION CORP. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of SEP Acquisition Corp. (the “Company”) has adopted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 SEP ACQUISITION CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40679 NOTIFICATION OF LATE FILING CUSIP NUMBER 589381201 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 SEP ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 SEP ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 SEP ACQUISITION CORP.

Amendment Number One to Agreement and Plan of Merger, dated as of February 27, 2024, between the Company and SANUWAVE Health, Inc.

Exhibit 2.1 AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of February 27, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). RECITALS WHEREAS, Purchaser, SEP Acquisition Holdings Inc., a Nevada

Amendment Number One to Agreement and Plan of Merger, dated as of February 27, 2024, between the Company and SANUWAVE Health, Inc.

Exhibit 2.1 AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of February 27, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). RECITALS WHEREAS, Purchaser, SEP Acquisition Holdings Inc., a Nevada

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 SEP ACQUISITION CORP.

Amendment Number One to Warrant Agreement between SEP Acquisition Corp. and Continental Stock Transfer & Trust Company

Exhibit 4.1 AMENDMENT NUMBER ONE   to   WARRANT AGREEMENT   between   SEP ACQUISITION CORP.   and   CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT NUMBER ONE TO WARRANT AGREEMENT (this “Amendment”), dated as of January 29, 2024, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), and Continental Stock T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 SEP ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 SEP ACQUISITION CORP.

Amendment Number One to Warrant Agreement between SEP Acquisition Corp. and Continental Stock Transfer & Trust Company

Exhibit 4.1 AMENDMENT NUMBER ONE   to   WARRANT AGREEMENT   between   SEP ACQUISITION CORP.   and   CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT NUMBER ONE TO WARRANT AGREEMENT (this “Amendment”), dated as of January 29, 2024, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), and Continental Stock T

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS AND SPECIAL MEETING OF WARRANT HOLDERS OF SEP ACQUISITION CORP. PROSPECTUS FOR 8,243,336 SHARES OF CLASS A COMMON STOCK OF SEP ACQUISITION CORP. (WHICH WILL BE RENAMED “SANUWAUVE HEALTH, INC.” IN CO

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-274653 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS AND SPECIAL MEETING OF WARRANT HOLDERS OF SEP ACQUISITION CORP. AND PROSPECTUS FOR 8,243,336 SHARES OF CLASS A COMMON STOCK OF SEP ACQUISITION CORP. (WHICH WILL BE RENAMED “SANUWAUVE HEALTH, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN) To the sto

December 29, 2023

December 29, 2023 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

As filed with the United States Securities and Exchange Commission on December 29, 2023

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 29, 2023 Registration No.

SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 •

SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 • bakerdonelson.com Tonya Mitchem Grindon, Shareholder Direct Dial: 615.726.5607 Direct Fax: 615.744.5607 E-Mail Address: [email protected] December 21, 2023 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Conlon Danberg Re: SEP Ac

As filed with the United States Securities and Exchange Commission on December 21, 2023

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 21, 2023 Registration No.

FORBEARANCE LETTER December 18, 2023

Exhibit 10.105 EXECUTION COPY FORBEARANCE LETTER December 18, 2023 SANUWAVE Health, Inc. 11495 Valley View Road Eden Prairie, Minnesota 55344 Attention: Morgan Frank Dear Mr. Frank: Reference is hereby made to (i) that certain Convertible Promissory Note, dated August 6, 2020, executed by SANUWAVE Health, Inc., a Nevada corporation (“Sanuwave”) and Celularity Inc., a Delaware corporation (“Celular

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Exhibit 10.99 October [●], 2023 Greetings, We hope this communication finds you well. We are writing because you are a holder of certain outstanding Sanuwave warrants issued in August 2022 and as you have likely seen Sanuwave has announced its intent to merge into a subsidiary of SEP Acquisition Corporation (SEPA) in order to become a Nasdaq traded company and as a means to restructure and simplif

SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 •

SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 • bakerdonelson.com Tonya Mitchem Grindon, Shareholder Direct Dial: 615.726.5607 Direct Fax: 615.744.5607 E-Mail Address: [email protected] December 8, 2023 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Conlon Danberg Re: SEP Acq

and Equipment, effective as of November 1, 2023, by and between the Company and Premier Shockwave Wound Care, Inc. (Incorporated by reference to Exhibit 10.4 to the Form 10-K filed with the SEC on March 21, 2024).

Exhibit 10.104 Amendment to Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs of dermaPACE®System and Equipment This Amendment (this “Amendment”) to Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs of dermaPACE®System and Equipment, effective as of November 1, 2023 (the “Effective Date”),

[Signature page follows]

Exhibit 10.103 October 31, 2023 SANUWAVE Health, Inc. 11495 Valley View Road Eden Prairie, MN 55344 Attention: Morgan Frank Re: Convertible Promissory Note dated August 6, 2020 Mr. Frank: We refer to that certain Convertible Promissory Note, dated as of August 6, 2020 (the “Note”), issued by SANUWAVE Health, Inc., a Nevada corporation (the “Company”), to HealthTronics, Inc., a Georgia corporation

Consent of ValueScope, Inc.

Exhibit 99.2 Consent of ValueScope, Inc. We hereby consent to (i) references to our name, (ii) inclusion of information and data contained in our fairness opinion dated August 20, 2023, (iii) citation of the fairness opinion, and (iv) the filing of our fairness opinion as an annex and/or exhibit, in each case, in that proxy statement/prospectus constituting a part of this Registration Statement on

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Exhibit 10.102 October [●], 2023 Greetings, We hope this communication finds you well. We are writing because you are a holder of certain outstanding Sanuwave notes issued in July 2023 and as you have likely seen Sanuwave has announced its intent to merge into a subsidiary of SEP Acquisition Corporation (SEPA) in order to become a Nasdaq traded company and as a means to restructure and simplify it

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Exhibit 10.101 October [●], 2023 Greetings, We hope this communication finds you well. We are writing because you are a holder of certain outstanding Sanuwave notes and warrants issued in May 2023 and as you have likely seen Sanuwave has announced its intent to merge into a subsidiary of SEP Acquisition Corporation (SEPA) in order to become a Nasdaq traded company and as a means to restructure and

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Exhibit 10.100 October [●], 2023 Greetings, We hope this communication finds you well. We are writing because you are a holder of certain outstanding Sanuwave notes and warrants issued in November 2022 and as you have likely seen Sanuwave has announced its intent to merge into a subsidiary of SEP Acquisition Corporation (SEPA) in order to become a Nasdaq traded company and as a means to restructur

As filed with the United States Securities and Exchange Commission on December 8, 2023

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 8, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 SEP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40679 NOTIFICATION OF LATE FILING CUSIP NUMBER 589381201 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11 -K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

As filed with the United States Securities and Exchange Commission on November 3, 2023

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 3, 2023 Registration No.

SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 • bakerdonelson.com

SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 • bakerdonelson.com Tonya Mitchem Grindon, Shareholder Direct Dial: 615.726.5607 Direct Fax: 615.744.5607 E-Mail Address: [email protected] November 3, 2023 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Conlon Danberg Re: SEP Acq

Consent of ValueScope, Inc.

Exhibit 99.2 Consent of ValueScope, Inc. We hereby consent to (i) references to our name, (ii) inclusion of information and data contained in our fairness opinion dated August 20, 2023, (iii) citation of the fairness opinion, and (iv) the filing of our fairness opinion as an annex and/or exhibit, in each case, in that proxy statement/prospectus constituting a part of this Registration Statement on

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2023 SEP ACQUISITION CORP.

Forfeiture and Redemption Agreement, dated as of October 2, 2023, between the Company and the Sponsor

Exhibit 10.1 FORFEITURE AND REDEMPTION AGREEMENT This FORFEITURE AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of October 2, 2023 (the “Agreement Date”) by and among SEP Acquisition Corp., a Delaware corporation (“SEPA”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and SANUWAVE Health, Inc., a Nevada corporation (“SANUWAVE”). SEPA the Sponsor

US5893812017 / MERCURY ECOMMERCE ACQUISITIO SPECIAL PURPOSE ACQUISITION COMPANIES / Mercury Sponsor Group I LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) SEP Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 589381201 (CUSIP Number) R. Andrew White 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 (713) 715-6820 (Name, Address and Telephone Number of Person Authori

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2023 SEP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2023 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2023 SEP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2023 SEP ACQUISITION CORP.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on October 3, 2023)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEP ACQUISITION CORP. SEP Acquisition Corp., a corporation organized and existing under the and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is SEP Acquisition Corp. 2. The Amended and Restated Certificate of Incorpo

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEP ACQUISITION CORP. SEP Acquisition Corp., a corporation organized and existing under the and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is SEP Acquisition Corp. 2. The Amended and Restated Certificate of Incorpo

Forfeiture and Redemption Agreement, dated as of October 2, 2023, between the Company and the Sponsor

Exhibit 10.1 FORFEITURE AND REDEMPTION AGREEMENT This FORFEITURE AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of October 2, 2023 (the “Agreement Date”) by and among SEP Acquisition Corp., a Delaware corporation (“SEPA”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and SANUWAVE Health, Inc., a Nevada corporation (“SANUWAVE”). SEPA the Sponsor

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2023 SEP ACQUISITION CORP.

Investor Presentation September 2023 2 • This presentation (“Presentation”) is for informational purposes only to assist interested parties in making an evaluation with respect to a proposed business combination and related transactions (collectively

Exhibit 99.1 Investor Presentation September 2023 2 • This presentation (“Presentation”) is for informational purposes only to assist interested parties in making an evaluation with respect to a proposed business combination and related transactions (collectively, the “Business Combination”) between SEP Acquisition Corp . (“SEPA”) and SANUWAVE Health, Inc . (the “Company” or “SANUWAVE”) . • This P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2023 SEP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2023 SEP ACQUISITION CORP.

Investor Presentation September 2023 2 • This presentation (“Presentation”) is for informational purposes only to assist interested parties in making an evaluation with respect to a proposed business combination and related transactions (collectively

Exhibit 99.1 Investor Presentation September 2023 2 • This presentation (“Presentation”) is for informational purposes only to assist interested parties in making an evaluation with respect to a proposed business combination and related transactions (collectively, the “Business Combination”) between SEP Acquisition Corp . (“SEPA”) and SANUWAVE Health, Inc . (the “Company” or “SANUWAVE”) . • This P

Consent to be Named as a Director Nominee

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

Sponsor Debt Conversion Agreement by and between SEP Acquisition Corp. and Mercury Sponsor Group I LLC (Incorporated by reference to Exhibit 10.14 to SEP Acquisition Corp.’s Registration Statement on Form S-4 (File No. 333-274653) filed on September 22, 2023)

Exhibit 10.14 SPONSOR DEBT CONVERSION AGREEMENT This Sponsor Debt Conversion Agreement (the “Agreement”) is made as of August 23, 2023, by and between Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and SEP Acquisition Corp., a Delaware corporation (the “Purchaser”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to suc

Calculation of Filing Fee Tables Form S-4 (Form Type) SEP Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) SEP Acquisition Corp.

As filed with the United States Securities and Exchange Commission on September 22, 2023

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 22, 2023 Registration No.

Consent of ValueScope, Inc.

Exhibit 99.2 Consent of ValueScope, Inc. We hereby consent to (i) references to our name, (ii) inclusion of information and data contained in our fairness opinion dated August 20, 2023, (iii) citation of the fairness opinion, and (iv) the filing of our fairness opinion as an annex and/or exhibit, in each case, in that proxy statement/prospectus constituting a part of this Registration Statement on

Consent to be Named as a Director Nominee

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

EX-99.11

Exhibit 99.11

Consent to be Named as a Director Nominee

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SEP ACQUISITION CORP.

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEP ACQUISITION CORP. SEP Acquisition Corp., a corporation organized and existing under the and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is SEP Acquisition Corp. 2. The Amended and Restated Certificate of Incorpo

Consent to be Named as a Director Nominee

Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

Consent to be Named as a Director Nominee

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

Consent to be Named as a Director Nominee

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

List of Subsidiaries of SEP Acquisition Corp.

Exhibit 21.1 List of Subsidiaries of SEP Acquisition Corp. Subsidiary Jurisdiction of Incorporation 1. SEP Acquisition Holdings Inc. Nevada

EX-99.10

Exhibit 99.10

Consent to be Named as a Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by SEP Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933,

Form of Lock-Up Agreement, dated as of August 23, 2023, by and between SEP Acquisition Corp. and the stockholder of SANUWAVE Health, Inc. party thereto.

Exhibit 10.4 LOCK-UP AGREEMENT (Company) This Lock-Up Agreement (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement. WHEREAS, on the date h

SANUWAVE Health, Inc., a Leading Provider of FDA Approved Next-Generation Wound Care Products, Enters into a Merger Agreement with Sweat Equity Partners and Mercury Life Sciences-affiliated SEP Acquisition Corp., a Nasdaq-Listed Company

Exhibit 99.1 SANUWAVE Health, Inc., a Leading Provider of FDA Approved Next-Generation Wound Care Products, Enters into a Merger Agreement with Sweat Equity Partners and Mercury Life Sciences-affiliated SEP Acquisition Corp., a Nasdaq-Listed Company ● SANUWAVE Health Inc. (OTCQB: SNWV) has entered into a definitive merger agreement with SEP Acquisition Corp. (Nasdaq: SEPA). Upon closing, the combi

Sponsor Voting Agreement, dated as of August 23, 2023, by and among Mercury Sponsor Group I LLC, SEP Acquisition Corp., and SANUWAVE Health, Inc.

Exhibit 10.2 SPONSOR VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), (ii) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). Any capitalized term used but not defined in this

Form of Voting and Non-Redemption Agreement, dated as of August 23, 2023, by and among SEP Acquisition Corp., SANUWAVE Health, Inc., and the stockholder of SEPA party thereto.

Exhibit 10.3 VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of August 23, 2023 (the “Agreement Date”) by and among SEP Acquisition Corp., a Delaware corporation (the “SPAC”), Sanuwave Health, Inc., a Nevada corporation (the “Company”), and the undersigned stockholder of SPAC (“Stockholder”). The Stockholder, the SPAC and the Compa

Agreement and Plan of Merger, dated as of August 23, 2023, by and among SEP Acquisition Corp., SEP Acquisition Holdings Inc., and SANUWAVE Health, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SEP ACQUISITION CORP., as the Purchaser, SEP ACQUISITION HOLDINGS INC., as Merger Sub, and SANUWAVE HEALTH, INC., as the Company Dated as of August 23, 2023 TABLE OF CONTENTS Page Article I MERGER 3 1.1 Merger 3 1.2 Effective Time 3 1.3 Effect of the Merger 3 1.4 Tax Treatment 3 1.5 Articles of Incorporation and Bylaws 3 1.6 D

Form of Lock-Up Agreement, dated as of August 23, 2023, by and between SEP Acquisition Corp. and the stockholder of SANUWAVE Health, Inc. party thereto.

Exhibit 10.4 LOCK-UP AGREEMENT (Company) This Lock-Up Agreement (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement. WHEREAS, on the date h

Form of Voting Agreement, dated as of August 23, 2023, by and among SEP Acquisition Corp., SANUWAVE Health, Inc., and the stockholder of SANUWAVE Health, Inc. party thereto.

Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 23, 2023 SEP ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 23, 2023 SEP ACQUISITION CORP.

Form of Amendment Number One to Warrant Agreement by and between SEP Acquisition Corp. and Continental Stock Transfer & Trust Company.

Exhibit 10.6 AMENDMENT NUMBER ONE to WARRANT AGREEMENT between SEP ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT NUMBER ONE TO WARRANT AGREEMENT (this “Amendment”), dated as of , 2023, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), and Continental Stock Transfer & Trust Compa

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 23, 2023 SEP ACQUISITION CORP.

Agreement and Plan of Merger, dated as of August 23, 2023, by and among SEP Acquisition Corp., SEP Acquisition Holdings Inc., and SANUWAVE Health, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SEP ACQUISITION CORP., as the Purchaser, SEP ACQUISITION HOLDINGS INC., as Merger Sub, and SANUWAVE HEALTH, INC., as the Company Dated as of August 23, 2023 TABLE OF CONTENTS Page Article I MERGER 3 1.1 Merger 3 1.2 Effective Time 3 1.3 Effect of the Merger 3 1.4 Tax Treatment 3 1.5 Articles of Incorporation and Bylaws 3 1.6 D

Form of Voting and Non-Redemption Agreement, dated as of August 23, 2023, by and among SEP Acquisition Corp., SANUWAVE Health, Inc., and the stockholder of SEPA party thereto.

Exhibit 10.3 VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of August 23, 2023 (the “Agreement Date”) by and among SEP Acquisition Corp., a Delaware corporation (the “SPAC”), Sanuwave Health, Inc., a Nevada corporation (the “Company”), and the undersigned stockholder of SPAC (“Stockholder”). The Stockholder, the SPAC and the Compa

Form of Amendment Number One to Letter Agreement by and among SEP Acquisition Corp., Mercury Sponsor Group I LLC, and the stockholders of SEPA party thereto.

Exhibit 10.5 AMENDMENT NUMBER ONE TO LETTER AGREEMENT THIS AMENDMENT NUMBER ONE TO LETTER AGREEMENT (this “Amendment”), dated as of , 2023, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned individuals, each

Sponsor Voting Agreement, dated as of August 23, 2023, by and among Mercury Sponsor Group I LLC, SEP Acquisition Corp., and SANUWAVE Health, Inc.

Exhibit 10.2 SPONSOR VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), (ii) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). Any capitalized term used but not defined in this

SANUWAVE Health, Inc., a Leading Provider of FDA Approved Next-Generation Wound Care Products, Enters into a Merger Agreement with Sweat Equity Partners and Mercury Life Sciences-affiliated SEP Acquisition Corp., a Nasdaq-Listed Company

Exhibit 99.1 SANUWAVE Health, Inc., a Leading Provider of FDA Approved Next-Generation Wound Care Products, Enters into a Merger Agreement with Sweat Equity Partners and Mercury Life Sciences-affiliated SEP Acquisition Corp., a Nasdaq-Listed Company ● SANUWAVE Health Inc. (OTCQB: SNWV) has entered into a definitive merger agreement with SEP Acquisition Corp. (Nasdaq: SEPA). Upon closing, the combi

Form of Amendment Number One to Warrant Agreement by and between SEP Acquisition Corp. and Continental Stock Transfer & Trust Company.

Exhibit 10.6 AMENDMENT NUMBER ONE to WARRANT AGREEMENT between SEP ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT NUMBER ONE TO WARRANT AGREEMENT (this “Amendment”), dated as of , 2023, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), and Continental Stock Transfer & Trust Compa

Form of Amendment Number One to Letter Agreement by and among SEP Acquisition Corp., Mercury Sponsor Group I LLC, and the stockholders of SEPA party thereto.

Exhibit 10.5 AMENDMENT NUMBER ONE TO LETTER AGREEMENT THIS AMENDMENT NUMBER ONE TO LETTER AGREEMENT (this “Amendment”), dated as of , 2023, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned individuals, each

Form of Voting Agreement, dated as of August 23, 2023, by and among SEP Acquisition Corp., SANUWAVE Health, Inc., and the stockholder of SANUWAVE Health, Inc. party thereto.

Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 SEP ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2023 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2023 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 SEP ACQUISITION COR

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2023 SEP ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR s15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR s15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 SEP ACQUISITION CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 SEP ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 SEP ACQUISITION CORP.

US5893812017 / MERCURY ECOMMERCE ACQUISITIO SPECIAL PURPOSE ACQUISITION COMPANIES / Mercury Sponsor Group I LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) SEP Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 589381201 (CUSIP Number) R. Andrew White 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 (713) 715-6820 (Name, Address and Telephone Number of Person Authori

US5893811027 / MERCURY ECOMMERCE ACQUISIT-A SPECIAL PURPOSE ACQUISITION COMPANIES / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 c210232sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MERCURY ECOMMERCE ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31, 2022 (Date of Event Which Require

US5893811027 / MERCURY ECOMMERCE ACQUISIT-A SPECIAL PURPOSE ACQUISITION COMPANIES / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d449409dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEP Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen

US5893811027 / MERCURY ECOMMERCE ACQUISIT-A SPECIAL PURPOSE ACQUISITION COMPANIES / Farallon Capital Partners, L.P. Passive Investment

SC 13G/A 1 13ga2sep.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * SEP Acquisition Corp. (formerly known as Mercury Ecommerce Acquisition Corp.) (Name of Issuer) Class A common stock, Par Value $0.0001 per share (Title of Class of Securities) 589381102 (Cusip Number) December 31, 2022 (Date of Eve

US5893811027 / MERCURY ECOMMERCE ACQUISIT-A SPECIAL PURPOSE ACQUISITION COMPANIES / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SEP ACQUISITION CORP. Passive Investment

SC 13G/A 1 p23-0297sc13ga.htm SEP ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* SEP Acquisition Corp. (formerly known as Mercury Ecommerce Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31,

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2023 SEP ACQUISITION CORP.

First Amendment to the Bylaws (Incorporated by reference to Exhibit 3.3 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December 21, 2022)

Exhibit 3.3 First Amendment to the Bylaws of Mercury Ecommerce Acquisition Corp. (The “Company”) This FIRST AMENDMENT TO THE BYLAWS OF MERCURY ECOMMERCE ACQUISITION CORP. (this “Amendment”) was adopted by the board of directors of the Company (the “Board”) by a unanimous written consent dated as of December 20, 2022 to become effective immediately upon such date and time which the Certificate of A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2022 SEP ACQUISITION CORP.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December 21, 2022)

EX-3.2 3 brhc10045722ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCURY ECOMMERCE ACQUISITION CORP. Mercury Ecommerce Acquisition Corp., a corporation organized and existing under the and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is M

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December 21, 2022)

EX-3.1 2 brhc10045722ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCURY ECOMMERCE ACQUISITION CORP. Mercury Ecommerce Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is Mercu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ny20005897x2def14a.htm FORM DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commissi

1600 WEST END AVENUE • SUITE 2000 • NASHVILLE, TENNESSEE 37203 615.726.5600 • bakerdonelson.com

1600 WEST END AVENUE ? SUITE 2000 ? NASHVILLE, TENNESSEE 37203 615.726.5600 ? bakerdonelson.com Tonya Mitchem Grindon, Shareholder Direct Dial: 615.726.5607 Direct Fax: 615.744.5607 E-Mail Address: [email protected] November 29, 2022 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Mr. Ronald E. Alper and Ms.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 Mercury Ecommer

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 11, 2022 MERCURY ECOMMERCE ACQUISITION CORP.

REVOLVING PROMISSORY NOTE

EX-10.1 2 brhc10042865ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS REVOLVING PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 Mercury Ecommerce Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 Mercury Ecommerce A

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 150,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR s15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR s15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 MERCURY ECOMMERCE ACQUI

MEACU / Mercury Ecommerce Acquisition Corp Unit / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mercury Ecommerce Acquisition Corp (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

MEACU / Mercury Ecommerce Acquisition Corp Unit / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 589381102 (CUSI

MEACU / Mercury Ecommerce Acquisition Corp Unit / Castle Creek Arbitrage, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MERCURY ECOMMERCE ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate

MEACU / Mercury Ecommerce Acquisition Corp Unit / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of thi

MEACU / Mercury Ecommerce Acquisition Corp Unit / FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

MEACU / Mercury Ecommerce Acquisition Corp Unit / HIGHBRIDGE CAPITAL MANAGEMENT LLC - MERCURY ECOMMERCE ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 589381102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi

MEACU / Mercury Ecommerce Acquisition Corp Unit / Weiss Asset Management LP Passive Investment

SC 13G/A 1 meac13ga31dec2021.htm CUSIP NO. 589381102 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MERCURY ECOMMERCE ACQUISITION CORP. - (Name of Issuer) Class A common stock, par valu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 Mercury Ecommer

MERCURY ECOMMERCE ACQUISITION CORP. BALANCE SHEET JULY 30, 2021

Exhibit 99.1 MERCURY ECOMMERCE ACQUISITION CORP. BALANCE SHEET JULY 30, 2021 July 30, 2021 Pro Forma Adjustments As Adjusted (As Restated) (Unaudited) (Unaudited) ASSETS Current assets: Cash $ 2,450,057 $ (162,450 ) (b) $ 2,287,607 Subscription receivable ? 162,450 (d) 162,450 Total current assets 2,450,057 (162,450 ) 2,450,057 Cash held in trust account 176,750,000 5,415,000 (a) 182,219,150 162,4

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporation)

MERCURY ECOMMERCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 MERCURY ECOMMERCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) as of July 30, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Mercury Ecommerce Acquisi

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 brhc10030853nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40679 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Rep

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporation

October 4, 2021

EX-16.1 2 brhc10029565ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 October 4, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Mercury Ecommerce Acquisition Corp. under Item 4.01 of its Form 8-K dated October 4, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disa

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporati

Mercury Ecommerce Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing September 17, 2021

Exhibit 99.1 Mercury Ecommerce Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing September 17, 2021 HOUSTON, September 15, 2021 /PRNewswire/ - Mercury Ecommerce Acquisition Corp. (NASDAQ: MEAC) (the “Company”) announced today that, commencing September 17, 2021, holders of the units sold in the Company’s initial public offering may elect to separ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40679 Mercury Ecommerce Ac

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporation)

MERCURY ECOMMERCE ACQUISITION CORP. BALANCE SHEET JULY 30, 2021

Exhibit 99.1 MERCURY ECOMMERCE ACQUISITION CORP. BALANCE SHEET JULY 30, 2021 July 30, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets: Cash $ 2,450,057 $ (162,450 ) (b) $ 2,287,607 Total current assets 2,450,057 (162,450 ) 2,287,607 Cash held in trust account 176,750,000 5,415,000 (a) 182,219,150 162,450 (b) (108,300 ) (c) TOTAL ASSETS $ 179,200,057 $ 5,306,700

Mercury Ecommerce Acquisition Corp Announces Closing of Partial Exercise of Over-Allotment Option

EX-99.2 3 brhc10028371ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Mercury Ecommerce Acquisition Corp Announces Closing of Partial Exercise of Over-Allotment Option HOUSTON, Aug. 20, 2021 /PRNewswire/ - Mercury Ecommerce Acquisition Corp. (Nasdaq: MEACU) (the "Company") today announced the closing of the issuance of an additional 541,500 units, consisting of one share of Class A common stock and one-half

MEACU / Mercury Ecommerce Acquisition Corp Unit / Mercury Sponsor Group I LLC - SC 13D/A Activist Investment

SC 13D/A 1 brhc10028399sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 589381201 (CUSIP Number) R. Andrew White 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 (713) 715-6

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or other jurisdiction of incorporation) (

Farallon Capital Partners, L.P. - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

MEACU / Mercury Ecommerce Acquisition Corp Unit / HIGHBRIDGE CAPITAL MANAGEMENT LLC - MERCURY ECOMMERCE ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 589381201** (CUSIP Number) July 30, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k)

EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition st

MERCURY ECOMMERCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 MERCURY ECOMMERCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 30, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Mercury Ecommerce Acquisition Corp. Opinion on the Financial Statement We have audite

Weiss Asset Management LP

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

MEACU / Mercury Ecommerce Acquisition Corp Unit / Mercury Sponsor Group I LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 589381201 (CUSIP Number) R. Andrew White 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 (713) 715-6820 (Name, Address and Telephone Number of P

JOINT FILING AGREEMENT

Exhibit 99.6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the Class A common stock beneficially owned or controlled by each of them, as applicable,

WARRANT AGREEMENT between MERCURY ECOMMERCE ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 27, 2021

EX-4.1 4 nt10022133x7ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Version WARRANT AGREEMENT between MERCURY ECOMMERCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 27, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2021, is by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Trans

Mercury Ecommerce Acquisition Corp Announces Pricing of $175 Million Initial Public Offering

EX-99.1 11 nt10022133x7ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mercury Ecommerce Acquisition Corp Announces Pricing of $175 Million Initial Public Offering HOUSTON, July 27, 2021 /PRNewswire/ - Mercury Ecommerce Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 17,500,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital

WARRANTS PURCHASE AGREEMENT

Exhibit 10.4 Execution Version WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of July 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the C

FORM OF INDEMNITY AGREEMENT

EX-10.6 10 nt10022133x7ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Execution Version FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 27, 2021, by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 nt10022133x78k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2021 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40679 86-2365445 (State or othe

(Signature Pages Follow)

Exhibit 10.1 Execution Version July 27, 2021 Mercury Ecommerce Acquisition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, TX 77098 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury Ecommerce Acquisition Co

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Mercury Ecommerce Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 2, 2021)

EX-3.1 3 nt10022133x7ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCURY ECOMMERCE ACQUISITION CORP. July 27, 2021 Mercury Ecommerce Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Mercury Ecommerce Acquisition Corp.” The

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.2 6 nt10022133x7ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 27, 2021 by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHERE

MERCURY ECOMMERCE ACQUISITION CORP. 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098

EX-10.5 9 nt10022133x7ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Execution Version MERCURY ECOMMERCE ACQUISITION CORP. 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 July 27, 2021 Mercury Sponsor Group I LLC 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 Re: Administrative Support Agreement Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective dat

17,500,000 Units* Mercury Ecommerce Acquisition Corp. UNDERWRITING AGREEMENT

Exhibit 1.1 17,500,000 Units* Mercury Ecommerce Acquisition Corp. UNDERWRITING AGREEMENT July 27, 2021 NEEDHAM & COMPANY, LLC As Representative of the several Underwriters c/o Needham & Company, LLC 250 Park Avenue New York, New York 100177 Ladies and Gentlemen: Mercury Ecommerce Acquisition Corp., a Delaware corporation (the ?Company?), proposes to issue and sell to the several underwriters named

REGISTRATION RIGHTS AGREEMENT

EX-10.3 7 nt10022133x7ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2021, is made and entered into by and among Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), the qualified

$175,000,000 Mercury Ecommerce Acquisition Corp. 17,500,000 Units

424B3 1 nt10022133x6424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-254726 PROSPECTUS   $175,000,000 Mercury Ecommerce Acquisition Corp. 17,500,000 Units Mercury Ecommerce Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or simila

Radcliffe Capital Management, L.P. - SC 13G

SC 13G 1 tm2123511d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Mercury Ecommerce Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mercury Ecommerce Acquisition Corp. (Exact name

8-A12B 1 brhc100272688a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-2365445 (State or other jurisdiction of incorporation or

FORM OF WARRANTS PURCHASE AGREEMENT

EX-10.5 8 nt10022133x3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company (

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.2 6 nt10022133x3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Compan

INVESTMENT AGREEMENT

EX-10.9 9 nt10022133x3ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and among (i) Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the party or each of the parties named on the signature page

FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.3 7 nt10022133x3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is made and entered into by and among Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), the qualified institution

(Signature Pages Follow)

Exhibit 10.1 [?], 2021 Mercury Ecommerce Acquisition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, TX 77098 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corpor

As Filed with the U.S. Securities and Exchange Commission on July 12, 2021.

S-1/A 1 nt10022133x3s1a.htm S-1/A TABLE OF CONTENTS As Filed with the U.S. Securities and Exchange Commission on July 12, 2021. Registration No. 333-254726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charte

FORM OF WARRANT AGREEMENT MERCURY ECOMMERCE ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021

EX-4.4 4 nt10022133x3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT between MERCURY ECOMMERCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Compan

17,500,000 Units* Mercury Ecommerce Acquisition Corp. UNDERWRITING AGREEMENT

EX-1.1 2 nt10022133x3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 17,500,000 Units* Mercury Ecommerce Acquisition Corp. UNDERWRITING AGREEMENT [ ] , 2021 NEEDHAM & COMPANY, LLC As Representative of the several Underwriters c/o Needham & Company, LLC 250 Park Avenue New York, New York 100177 Ladies and Gentlemen: Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue an

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MERCURY ECOMMERCE ACQUISITION CORP. [●], 2021

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCURY ECOMMERCE ACQUISITION CORP. [●], 2021 Mercury Ecommerce Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Mercury Ecommerce Acquisition Corp.” The original certificate of incorporation of the C

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ? ], 2021, is made and entered into by and among Mercury Ecommerce Acquisition Corp., a Delaware corporation (the ?Company?), Mercury Sponsor Group I LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pages

As Filed with the U.S. Securities and Exchange Commission on June 3, 2021.

S-1/A 1 nt10022133x2s1a.htm S-1/A TABLE OF CONTENTS As Filed with the U.S. Securities and Exchange Commission on June 3, 2021. Registration No. 333-254726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter

MERCURY ECOMMERCE ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER As adopted by the Board of Directors, effective [●], 2021

Exhibit 99.2 MERCURY ECOMMERCE ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER As adopted by the Board of Directors, effective [●], 2021 Purpose The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors and (ii) review

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File N

FORM OF WARRANTS PURCHASE AGREEMENT

EX-10.5 12 nt10022133x2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company

MERCURY ECOMMERCE ACQUISITION CORP. CODE OF ETHICS AND BUSINESS CONDUCT

EX-14.1 15 nt10022133x2ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 MERCURY ECOMMERCE ACQUISITION CORP. CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction The Board of Directors (the “Board”) of Mercury Ecommerce Acquisition Corp. has adopted this code of ethics and business conduct (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officer

MERCURY ECOMMERCE ACQUISITION CORP. AUDIT COMMITTEE CHARTER As adopted by the Board of Directors, effective [●], 2021

Exhibit 99.1 MERCURY ECOMMERCE ACQUISITION CORP. AUDIT COMMITTEE CHARTER As adopted by the Board of Directors, effective [?], 2021 The purpose of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Mercury Ecommerce Acquisition Corp. (the ?Company?) is to assist the Board in fulfilling its oversight responsibilities relating to: (i) the Company?s accounting and financi

SPECIMEN UNIT CERTIFICATE

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP MERCURY ECOMMERCE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share

17,500,000 Units* Mercury Ecommerce Acquisition Corp. UNDERWRITING AGREEMENT

EX-1.1 2 nt10022133x2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 17,500,000 Units* Mercury Ecommerce Acquisition Corp. UNDERWRITING AGREEMENT [ ] , 2021 NEEDHAM & COMPANY, LLC As Representative of the several Underwriters c/o Needham & Company, LLC 250 Park Avenue New York, New York 100177 Ladies and Gentlemen: Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue an

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP MERCURY ECOMMERCE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF MERCURY ECOMMERCE ACQUISITION COR

(Signature Pages Follow)

EX-10.1 9 nt10022133x2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2021 Mercury Ecommerce Acquisition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, TX 77098 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury

FORM OF INDEMNITY AGREEMENT

Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as directors, officers or in other capacities unless they are provid

[Form of Warrant Certificate]

Exhibit 4.3 Exhibit A [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW MERCURY ECOMMERCE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [?] Warrant Certificate This Warrant Certificate certifies that, or registered assign

MERCURY ECOMMERCE ACQUISITION CORP. 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098

Exhibit 10.8 MERCURY ECOMMERCE ACQUISITION CORP. 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 [●], 2021 Mercury Sponsor Group I LLC 3737 Buffalo Speedway, Suite 1750 Houston, Texas 77098 Re: Administrative Support Agreement Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registr

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MERCURY ECOMMERCE ACQUISITION CORP. [●], 2021

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCURY ECOMMERCE ACQUISITION CORP. [?], 2021 Mercury Ecommerce Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Mercury Ecommerce Acquisition Corp.? The original certificate of incorporation of the C

FORM OF WARRANT AGREEMENT MERCURY ECOMMERCE ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021

EX-4.4 7 nt10022133x2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT between MERCURY ECOMMERCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Compan

CONSENT OF DAVID MAGDOL

EX-99.5 8 nt10022133x1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF DAVID MAGDOL Mercury Ecommerce Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the un

Registration Statement - S-1

TABLE OF CONTENTS As Filed with the U.S. Securities and Exchange Commission on March 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mercury Ecommerce Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware ? ? 6770 ? ? 86-2365445 (State or Other Jurisd

Bylaws (incorporated by reference to Exhibit 3.3 to Mercury Ecommerce Acquisition Corp.’s Registration Statement on Form S-1, filed on March 25, 2021 (File No. 333-254726))

EX-3.3 3 nt10022133x1ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF MERCURY ECOMMERCE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual a

Mercury Ecommerce Acqusition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, Texas 770098

EX-10.4 4 nt10022133x1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Mercury Ecommerce Acqusition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, Texas 770098 March 4, 2021 Mercury Sponsor Group I LLC 3737 Buffalo Speedway, Suite 1750 Houston, Texas 770098 RE: Securities Subscription Agreement Ladies and Gentlemen: Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company” or “us”), is plea

PROMISSORY NOTE

Exhibit 10.7 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

CONSENT OF JAY GARDNER

EX-99.4 7 nt10022133x1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF JAY GARDNER Mercury Ecommerce Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the und

CONSENT OF Carolyn Rodz

EX-99.7 10 nt10022133x1ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 CONSENT OF Carolyn Rodz Mercury Ecommerce Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the u

CONSENT OF MIA MENDS

EX-99.6 9 nt10022133x1ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF MIA MENDS Mercury Ecommerce Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the under

CERTIFICATE OF INCORPORATION MERCURY ECOMMERCE ACQUISITION CORP. March 1, 2021

EX-3.1 2 nt10022133x1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MERCURY ECOMMERCE ACQUISITION CORP. March 1, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation i