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Name | Symbol | Market | Type |
---|---|---|---|
SEP Acquisition Corporation | NASDAQ:MEACU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.00 | 4.00 | 16.00 | 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.
|
17
|
||
Item 3.
|
21
|
||
Item 4.
|
21
|
||
PART II - OTHER INFORMATION
|
|||
Item 1.
|
22 | ||
|
|||
Item 1A.
|
22
|
||
Item 2.
|
22
|
||
Item 3.
|
22
|
||
Item 4.
|
22
|
||
Item 5.
|
22
|
||
Item 6.
|
23
|
||
|
23
|
Item 1.
|
FINANCIAL STATEMENTS
|
ASSETS
|
||||
Current assets:
|
||||
Cash
|
$
|
159,656
|
||
Total current assets
|
159,656
|
|||
|
||||
Deferred offering costs
|
515,908
|
|||
Total Assets
|
$
|
675,564
|
||
LIABILITIES AND STOCKHOLDER’S DEFICIT
|
||||
Current liabilities
|
||||
Accrued offering costs
|
$
|
395,252
|
||
Due to Sponsor
|
10,000
|
|||
Promissory note - related party
|
300,000
|
|||
Total Liabilities
|
705,252
|
|||
Commitments (see Note 6)
|
||||
Stockholder’s 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; none
issued and outstanding
|
—
|
|||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,031,250
shares issued and outstanding(1)
|
503
|
|||
Additional paid-in capital
|
24,497
|
|||
Accumulated deficit
|
(54,688
|
)
|
||
Total Stockholder’s Deficit
|
(29,688
|
)
|
||
Total Liabilities and Stockholder’s Deficit
|
$
|
675,564
|
Three Months Ended June 30, 2021
|
For the Period from March 1, 2021
(Inception) Through June 30, 2021
|
|||||||
Formation and operating costs
|
$
|
42,920
|
$
|
54,688
|
||||
Net loss
|
$
|
(42,920
|
)
|
$
|
(54,688
|
)
|
||
Weighted average shares outstanding, basic and diluted(1)
|
4,375,000
|
4,375,000
|
||||||
Basic and diluted net loss per common share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
Class B Common Stock
|
Additional
|
Accumulated |
Total Shareholder’s
|
|||||||||||||||||
Shares
|
Amount
|
Paid-in Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||
Balance at March 1, 2021 (inception)
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||
Issuance of Class B common stock to Sponsor(1)
|
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
|
)
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(54,688
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Payment of formation and operating costs through due to Sponsor
|
10,000
|
|||
Net cash used in operating activities
|
$
|
(44,688
|
)
|
|
Cash Flows from Financing Activities:
|
||||
Proceeds from draw on promissory note
|
300,000
|
|||
Payment of offering costs
|
(120,656
|
)
|
||
Proceeds from sale of Class B common stock to Sponsor
|
$
|
25,000
|
||
Net cash provided by financing activities
|
$
|
204,344
|
||
Net Change in Cash
|
159,656
|
|||
Cash - Beginning of period
|
—
|
|||
Cash - End of period
|
$
|
159,656
|
||
Non-cash investing and financing activities
|
||||
Deferred offering included in accrued offering costs
|
$
|
395,252
|
|
• |
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.
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
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: September 10, 2021
|
By:
|
/s/ R. Andrew White
|
R. Andrew White
|
||
President and Chief Executive Officer
|
Mercury Ecommerce Acquisition Corp.
|
||
Date: September 10, 2021
|
By:
|
/s/ Winston Gilpin
|
Winston Gilpin
|
||
Chief Financial Officer
|
1 Year SEP Acquisition Chart |
1 Month SEP Acquisition Chart |
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