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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SEP Acquisition Corporation | NASDAQ:MEAC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.97 | 4.12 | 16.44 | 0 | 01:00:00 |
Delaware
|
86-2365445
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Units, each consisting of one share of Class A common stock and one-half of one warrant
|
MEACU
|
The Nasdaq Stock Market LLC
|
||
Class A common stock, par value $0.0001 per share
|
MEAC
|
The Nasdaq Stock Market LLC
|
||
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
|
MEACW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☒
|
Page | |||
PART 1 - FINANCIAL INFORMATION
|
|||
Item 1.
|
FINANCIAL STATEMENTS (UNAUDITED)
|
||
1 | |||
2 | |||
3
|
|||
4
|
|||
5
|
|||
Item 2.
|
21 | ||
Item 3.
|
25 | ||
Item 4.
|
25
|
||
PART II - OTHER INFORMATION
|
|||
Item 1.
|
26
|
||
|
|||
Item 1A.
|
26
|
||
Item 2.
|
26
|
||
Item 3.
|
27
|
||
Item 4.
|
27
|
||
Item 5.
|
27
|
||
Item 6.
|
28
|
||
|
28
|
ASSETS
|
||||
Current assets:
|
||||
Cash
|
$
|
1,125,817
|
||
Prepaid expenses
|
561,937 | |||
Total current assets
|
1,687,754
|
|||
Investments held in Trust Account
|
182,222,209
|
|||
Total Assets
|
$
|
183,909,963
|
||
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT
|
||||
Current liabilities:
|
||||
Accounts payable and accrued expenses
|
$
|
110,149
|
||
Franchise tax payable
|
116,393
|
|||
Total current liabilities
|
226,542
|
|||
Warrant liabilities
|
9,027,596
|
|||
Deferred underwriting fee payable
|
6,314,525
|
|||
Total Liabilities
|
15,568,663
|
|||
Commitments and Contingencies (Note 6)
|
|
|||
Class A common stock, $0.0001
par value, subject to possible redemption; 18,041,500 shares at redemption value of $10.10 per share and unrealized gain on investments held in Trust Account
|
182,222,209
|
|||
Stockholders’ Deficit
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding
|
—
|
|||
Class A common stock, $0.0001 par value; 150,000,000 shares authorized; no
shares issued and outstanding (excluding 18,041,500 shares subject to possible redemption)
|
—
|
|||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,510,375
shares issued and outstanding
|
451
|
|||
Additional paid-in capital
|
—
|
|||
Accumulated Deficit
|
(13,881,360
|
)
|
||
Total Stockholders’ Deficit
|
(13,880,909
|
)
|
||
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT
|
$
|
183,909,963
|
Three Months Ended September 30, 2021
|
For the Period from March 1, 2021
(Inception) Through September 30, 2021
|
|||||||
Formation and operating costs
|
$
|
228,514
|
$
|
283,202
|
||||
Franchise tax | 116,393 | 116,393 | ||||||
Loss from Operations
|
(344,907 | ) | (399,595 | ) | ||||
Other income (expense):
|
||||||||
Expensed offering costs
|
(762,517 | ) | (762,517 | ) | ||||
Unrealized gain on investments held in Trust Account
|
3,059
|
3,059
|
||||||
Change in fair value of warrant liabilities
|
7,153,945
|
7,153,945
|
||||||
Total other income, net
|
6,394,487 | 6,394,487 | ||||||
Net income
|
$
|
6,049,580
|
$
|
5,994,892
|
||||
Weighted average shares outstanding, Class A common stock subject to possible redemption
|
12,034,799
|
5,198,129
|
||||||
Basic and diluted net income per share, Class A common stock common stock subject to redemption
|
$
|
0.93
|
$
|
2.82
|
||||
Weighted average shares outstanding, Class B common stock | 4,435,330 | 4,339,438 | ||||||
Basic and diluted net loss per share, Class B common stock |
$
|
(1.15) |
$
|
(1.99) |
Class A Common Stock
|
Class B Common Stock
|
Additional
|
|
Total
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-in
Capital
|
Accumulated
Deficit
|
Equity
(Deficit)
|
||||||||||||||||||||||
Balance at March 1, 2021 (inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B common stock to Sponsor
|
—
|
—
|
5,031,250
|
503
|
24,497
|
—
|
25,000
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(11,768
|
)
|
(11,768
|
)
|
|||||||||||||||||||
Balance at March 31, 2021
|
—
|
—
|
5,031,250
|
503
|
24,497
|
(11,768
|
)
|
13,232
|
||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(42,920
|
)
|
(42,920
|
)
|
|||||||||||||||||||
Balance at June 30, 2021
|
—
|
$
|
—
|
5,031,250
|
$
|
503
|
$
|
24,497
|
$
|
(54,688
|
)
|
$
|
(29,688
|
)
|
||||||||||||||
Excess of cash received over the fair value of the private placement warrants
|
—
|
—
|
—
|
—
|
392,500
|
—
|
392,500
|
|||||||||||||||||||||
Excess of fair value of Founder Shares sold over the purchase price
|
—
|
—
|
—
|
—
|
4,714,400
|
—
|
4,714,400
|
|||||||||||||||||||||
Excess of cash received over the fair value of the over-allotment private placement warrants
|
—
|
—
|
—
|
—
|
8,122
|
—
|
8,122
|
|||||||||||||||||||||
Forfeiture of Class B common stock
|
—
|
—
|
(520,875
|
)
|
(52
|
)
|
52
|
—
|
—
|
|||||||||||||||||||
Accretion of Class A common stock to redemption amount
|
—
|
—
|
—
|
—
|
(5,139,571
|
)
|
(19,876,252
|
)
|
(25,015,823
|
)
|
||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
6,049,580
|
6,049,580
|
|||||||||||||||||||||
Balance at September 30, 2021
|
—
|
$
|
—
|
4,510,375
|
$
|
451
|
$
|
—
|
$
|
(13,881,360
|
)
|
$
|
(13,880,909
|
)
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
5,994,892
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Unrealized gain on investments held in Trust Account
|
(3,059
|
)
|
||
Expensed offering costs
|
762,517
|
|||
Change in fair value of warrant liabilities
|
(7,153,945
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(561,937
|
)
|
||
Accounts payable and accrued expenses
|
110,149
|
|||
Franchise tax payable
|
116,393
|
|||
Net cash used in operating activities
|
(734,990
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(182,219,150
|
)
|
||
Net cash used in investing activities
|
(182,219,150
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from promissory note - related party
|
300,000
|
|||
Repayment of promissory note - related party
|
(300,000
|
)
|
||
Proceeds from initial public offering, net of underwriting fees
|
176,806,700
|
|||
Proceeds from sale of Private Placement Warrants
|
8,012,451
|
|||
Payment of offering costs
|
(764,193
|
)
|
||
Proceeds from sale of Class B common stock to Sponsor
|
25,000
|
|||
Net cash provided by financing activities
|
184,079,957
|
|||
Net Change in Cash
|
1,125,817
|
|||
Cash - Beginning of period
|
—
|
|||
Cash - End of period
|
$
|
1,125,817
|
||
Non-cash investing and financing activities
|
||||
Deferred underwriting fee payable
|
$
|
6,314,525
|
||
Excess of the fair value of Founder Shares sold over the purchase price
|
$
|
4,714,400
|
||
Forfeiture of Class B common stock
|
$
|
52
|
||
Accretion of Class A common stock subject to redemption to redemption value
|
$
|
25,015,823
|
Gross proceeds
|
$
|
180,415,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(8,569,713
|
)
|
||
Issuance costs allocated to Class A common stock
|
(14,638,901
|
)
|
||
Plus:
|
||||
Initial accretion of carrying value to redemption value
|
25,012,764 | |||
Accretion of carrying value to redemption value as of September 30, 2021
|
3,059
|
|||
Class A common stock subject to possible redemption
|
$
|
182,222,209
|
Three Months Ended
September 30, 2021
|
For the Period from
March 1, 2021
(Inception) Through
September 30, 2021
|
|||||||
Net income
|
$
|
6,049,580
|
$
|
5,994,892
|
||||
Accretion of Class A common stock to redemption amount | (25,015,823 | ) | (25,015,823 | ) | ||||
Net loss including accretion of temporary equity to redemption value
|
$
|
(18,966,243
|
)
|
$
|
(19,020,931
|
)
|
Three Months Ended
September 30, 2021
|
For the Period from
March 1, 2021
(Inception) Through
September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income (loss) per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Net loss including accretion of temporary equity to redemption value
|
(13,858,721 | ) | (5,107,522 | ) | (10,366,716 | ) | (8,654,215 | ) | ||||||||
Accretion of Class A common stock to redemption amount
|
25,015,823 | — | 25,015,823 | — | ||||||||||||
Net income (loss)
|
$
|
11,157,102
|
$
|
(5,107,522)
|
$
|
14,649,107
|
$
|
(8,654,215)
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
12,034,799
|
4,435,330
|
5,198,129
|
4,339,438
|
||||||||||||
Basic and diluted net income (loss) per share
|
$
|
0.93
|
$
|
(1.15)
|
$
|
2.82
|
$
|
(1.99)
|
|
• |
in whole and not in part;
|
|
• |
at a price of $0.01 per warrant;
|
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
• |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights
issuances, reorganizations, recapitalizations and the like).
|
|
• |
in whole and not in part;
|
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares
based on the redemption date and the fair market value of the Company’s Class A common stock;
|
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends,
rights issuances, reorganizations, recapitalizations and the like); and
|
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances,
reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Description
|
Amount at Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
September 30, 2021
|
||||||||||||||||
Assets
|
||||||||||||||||
Investments held in Trust Account:
|
||||||||||||||||
U.S. government treasury obligations
|
$
|
182,222,209
|
$
|
182,222,209
|
$
|
—
|
$
|
—
|
||||||||
Liabilities
|
||||||||||||||||
Warrant liability – Public Warrants
|
$
|
4,780,998
|
$
|
4,780,998
|
$
|
—
|
$
|
—
|
||||||||
Warrant liability – Private Placement Warrants
|
$
|
4,246,599
|
$
|
—
|
$
|
4,246,599
|
$
|
—
|
At July 30, 2021
(Initial
Measurement)
|
||||
Stock price
|
$
|
9.47
|
||
Exercise price
|
$
|
11.50
|
||
Dividend yield
|
—
|
%
|
||
Expected term (in years)
|
5.50
|
|
||
Volatility
|
20.0
|
%
|
||
Risk-free rate
|
0.80
|
%
|
||
Fair value
|
$
|
0.95
|
Fair value as of March 1, 2021
|
$
|
—
|
||
Initial measurement of Public Warrants and Private Placement Warrants at July 30, 2021
|
15,770,000
|
|||
Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on August 20, 2021
|
411,541
|
|||
Transfer of Public Warrants to Level 1 measurement
|
(4,780,998
|
)
|
||
Transfer of Private Placement Warrants to Level 2 measurement | (4,246,599 | ) | ||
Change in fair value
|
(7,153,945
|
)
|
||
Fair value as of September 30, 2021
|
$
|
—
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
At July 30, 2021
(Initial Measurement)
|
As of September 30, 2021
|
|||||||
Stock price
|
$
|
9.47
|
$
|
9.81
|
||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
||||
Dividend yield
|
-
|
%
|
-
|
%
|
||||
Expected term (in years)
|
5.50
|
5.50
|
||||||
Volatility
|
20.0
|
%
|
—
|
%
|
||||
Risk-free rate
|
0.80
|
%
|
—
|
%
|
||||
Fair value
|
$
|
0.95
|
$
|
0.53
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
ITEM 1. |
LEGAL PROCEEDINGS
|
ITEM 1A. |
RISK FACTORS
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5. |
OTHER INFORMATION
|
ITEM 6. |
EXHIBITS
|
Exhibit No.
|
Description
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished.
|
Mercury Ecommerce Acquisition Corp.
|
||
Date: November 18, 2021
|
By:
|
/s/ R. Andrew White
|
R. Andrew White
|
||
President and Chief Executive Officer
|
Mercury Ecommerce Acquisition Corp.
|
||
Date: November 18, 2021
|
By:
|
/s/ Winston Gilpin
|
Winston Gilpin
|
||
Chief Financial Officer
|
1 Year SEP Acquisition Chart |
1 Month SEP Acquisition Chart |
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