Sec Form 13D Filing - Mercury Sponsor Group I LLC filing for SEP Acquisition Corp. (SEPA) - 2021-08-25

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CUSIP No.

589381201

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CUSIP No.

589381201

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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the 13D as specifically set forth herein.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated as follows:

 

On March 4, 2021, the Issuer issued 5,031,250 shares (the “Founder Shares”) of Class B common stock of the Issuer to the Sponsor for an aggregate price of $25,000, or approximately $0.005 per share, pursuant to a Securities Subscription Agreement, dated as of March 4, 2021 between the Issuer and the Sponsor.  The Founder Shares included an aggregate of up to 656,250 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Issuer’s issued and outstanding shares after the Issuer’s initial public offering (the “IPO”) (assuming the Sponsor did not purchase any units (the “Units”), each consisting of one share of Class A Common Stock and one-half of one redeemable warrant to purchase Class A Common Stock (such warrants, the “IPO Warrants”), in the IPO.  The Sponsor financed the $25,000 purchase of Founder Shares with equity proceeds from its members.

 

On July 27, 2021, the Issuer and the Sponsor entered into a Private Placement Warrants Purchase Agreement (the “Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase from the Issuer 7,850,000 warrants (or up to 8,637,500 warrants if the over-allotment option in connection with the IPO is exercised in full) (the “Private Warrants”), each Private Warrant entitling the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.  Each of the IPO Warrants and the Private Warrants will generally become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the closing of the IPO.

 

On July 30, 2021, the Issuer issued an aggregate of 17,500,000 Units in the IPO, and issued 7,850,000 Private Warrants to the Sponsor pursuant to the Warrants Purchase Agreement.  In connection with the IPO, the underwriters also allocated and sold 143,107 Units to Mercury Houston and 731,893 Units to Mercury Affiliates.  The Sponsor financed the $7,850,000 purchase of Private Warrants with equity proceeds from its members.  Mercury Houston and Mercury Affiliates financed the aggregate $8,750,000 purchase of Units with equity proceeds from their members.

 

On August 20, 2021, in connection with the partial exercise of the underwriter’s over-allotment option pursuant to the IPO, the Issuer issued an additional 541,500 Units in the IPO and an additional 162,450 Private Warrants to the Sponsor, and the Sponsor forfeited 520,875 Founder Shares.

 

Except as stated above, no Reporting Person has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they reserve the right to formulate such plans or proposals in the future. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in Item 4 below.

 

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SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.