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 |
| ☐ | Transition Report on Form 10-Q |
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| SEP Acquisition Corp. |
| Full Name of Registrant |
| Mercury Ecommerce Acquisition Corp. |
| Former Name if Applicable |
| 3737 Buffalo Speedway, Suite 1750 |
| Address of Principal Executive Office (Street and Number) |
| Houston, TX 77098 |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
SEP Acquisition Corp. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). The Company has determined that it is unable to file its Annual Report within the prescribed time period without unreasonable effort or expense for the reasons set forth below.
The Company is a blank check company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2023, the Company announced that it entered into an Agreement and Plan of Merger, which, if consummated, will be the Company’s initial business combination (the “Business Combination”). In connection with the Business Combination, on September 22, 2023, the Company filed a registration statement on Form S-4 (as amended, the “Registration Statement”), which was declared effective on December 29, 2023.
The Company’s management and accounting teams have been required to spend significant time, energy and effort related to matters involving the Business Combination. Due to the complexity of accounting associated with certain matters related to the Business Combination, the Company requires additional time to complete its financial reporting close process, including management’s assessment of the Company’s internal control over financial reporting and to prepare the Company’s accounting records and schedules to enable its independent registered public accounting firm, BDO USA, P.C., to complete its audit of the Company’s financial statements to be contained in the Form 10-K. Management has determined that as of December 31, 2023, material weaknesses exist related to the design of internal controls related to (i) accounting for complex financial instruments and (ii) proper classification of purchases of trading securities in the statement of cash flows. As management works to complete its assessment of the Company’s internal control over financial reporting, additional material weaknesses may be identified.
It is anticipated that the Form 10-K, along with the audited financial statements, will be filed within the fifteen-day extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| R. Andrew White | (713) | 715-6820 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Cautionary Statement Concerning Forward-Looking Statements
This notification of late filing on Form 12b-25 contains forward-looking statements regarding material weaknesses and the Company’s expectations concerning the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and results of operations. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.
| SEP Acquisition Corp. | |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date : April 1, 2024 | By: | /s/ R. Andrew White | |
| Name: | R. Andrew White | ||
| Title: | President, Chief Executive Officer and Director | ||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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