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October 19, 2023
R. Andrew White
Chief Executive Officer
SEP Acquisition Corp.
3737 Buffalo Speedway, Suite 1750
Houston, Texas 77098
Re:SEP Acquisition Corp.
Registration Statement on Form S-4
Filed September 22, 2023
File No. 333-274653
Dear R. Andrew White:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4, filed September 22, 2023
Market and Industry Data, page 5
1.We note your statement that "[a]lthough both SEPA and SANUWAVE believe that the
information on which the companies have based these estimates of industry position and
industry data are generally reliable, the accuracy and completeness of this information is
not guaranteed and they have not independently verified any of the data from third-party
sources nor have they ascertained the underlying economic assumptions relied upon
therein." It is not appropriate to directly or indirectly disclaim liability for statements in
your registration statement. Please revise or specifically state that you take liability for
these statements.
Questions and Answers About the SEPA Stockholder Proposals
Q. Why am I receiving this proxy statement/prospectus?, page 7
2.We note your disclosure that the NTA Proposal would "remove from the Current Charter
the redemption limitation contained under Section 9.2(a) of the Current Charter

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preventing SEPA from redeeming shares of its Class A Common Stock, if it would have
less than $5,000,001 of net tangible assets," and that "because they are cross-conditioned
on each other, the NTA Proposal will be approved and adopted only if the Business
Combination Proposal is approved." We also note your disclosure on page 83 that
"[b]ecause the Class A Common Stock would not be deemed to be a “penny stock”
pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, SEPA is
presenting the NTA Proposal to facilitate the consummation of the Business
Combination." Please specify which other provisions of Rule 3a51-1 you believe would
apply. To the extent you would be relying on the fact that securities of the Combined
Company are or will be listed on a national securities exchange, please note that if the
amount in the trust falls below $5,000,001 as a result of redemptions, you would likely no
longer meet the Nasdaq listing standards. At that point, it is possible you would become a
penny stock. Please revise here and elsewhere as appropriate to clearly discuss the impact
that the trust falling below $5,000,001 would have upon your listing on Nasdaq and
discuss the consideration given to this possibility in your determination to propose to
remove this provision from your charter. Please provide clear disclosure that removal of
this provision could result in your securities falling within the definition of penny stock
and clearly discuss the risk to you and investors if your securities were to fall within the
definition of penny stock. In your discussion, please clarify whether the NTA Proposal is
conditioned solely upon the approval of the Business Combination or the Business
Combination's closing.
Q. What equity stake will current SEPA Stockholders and SANUWAVE Stockholders hold in
the Combined Company..., page 9
3.We note that the outstanding in-the-money warrants and options of SANUWAVE will be
converted into warrants and options for shares of Class A common stock based on the
Conversion Ratio. However, your disclosure notes that the out-of-the-money warrants and
options of SANUWAVE will be converted "subject to certain adjustments that are
described in the Merger Agreement" and will not be reserved for issuance from the
Merger Consideration. Please quantify the total number of out-of-the-money warrants and
options that are expected to be outstanding after the Closing when noting the potential for
additional dilution along with any material assumptions. Please also briefly describe the
adjustments to be made under the Merger Agreement and if such adjustments are expected
to materially change the aggregate number of shares underlying such out-of-the-money
options and warrants. In this regard, we note that while the exercise of 80% or more of the
SANUWAVE Warrants (measured by number of shares of SANUWAVE Common Stock
into which such SANUWAVE Warrants may be exercised) is a condition to the closing of
the merger, your disclosure on page 217 states that your PIPE Warrants are currently
exercisable to purchase an aggregate of 1.07 billion shares of SANUWAVE Common
Stock, among various other outstanding warrants exercisable for millions of additional
shares.

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October 19, 2023
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4.We note that the exercise of 80% or more of the SANUWAVE Warrants (measured by
number of shares of SANUWAVE Common Stock into which such SANUWAVE
Warrants may be exercised) and conversion of 80% or more of the SANUWAVE
Convertible Notes are conditions to the closing of the merger. Please note whether you
have entered into any agreement or had discussions with any warrant and note holders
regarding the exercise of their warrants and conversion of their notes in connection with
the Business Combination. If so, please describe such agreements or discussions. To the
extent material, please include specific risk factor disclosure about these closing
conditions and the risk that warrant holders may choose not to exercise their warrants and
convertible note holders may choose note to convert their notes (we note that a covenant
in the Merger Agreement is for SANUWAVE to use its commercially reasonable efforts
to negotiate with the holders to cause the SANUWAVE Warrants and SANUWAVE
Convertible Notes to be amended, exercised, converted or exchanged). Please explain if
you expect SANUWAVE would receive additional proceeds from the exercise of 80% of
your outstanding warrants and, to the extent possible, please quantify or estimate such
additional funding. Finally, please identify the holder or holders of the PIPE Warrants.
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders, not just the ownership percentage, by
including a sensitivity analysis showing a range of redemption scenarios, including
minimum, maximum and interim redemption levels. Please revise to disclose all possible
sources and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the Business Combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions. We also note your disclosure on page 223: "If SANUWAVE lists its shares
of SANUWAVE Common Stock on The Nasdaq Capital Market, then, upon the approval
of the board of directors, all principal and accrued and unpaid interest under the PIPE
Notes shall automatically convert into SANUWAVE Common Stock at the then effective
conversion price." Please clarify if this table on page 10 reflects the conversion of these
notes.
Q. Will SEPA enter into any financing arrangements in connection with the Business
Combination?, page 11
6.We note your disclosure that SEPA and SANUWAVE intend to enter into PIPE
Subscription Agreements with PIPE Investors for an estimated aggregate amount of
$5,184,880 for 518,488 shares of Class A Common Stock at a price of $10.00 per share in
a private placement in SEPA to be consummated simultaneously with the Closing. Please
note whether you have entered into subscription agreements or have otherwise received
commitments for the PIPE Investment. If you do not expect to enter into binding
subscription agreements for the full $5,184,880 prior to the date the proxy
statement/prospectus is mailed to stockholders, please state this clearly and include risk

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factor disclosure noting that you may be unable to raise the funds necessary to satisfy the
Minimum Cash Condition.
Q. May the Sponsor, SEPA's directors, officers, or their affiliates purchase shares in connection
with the Business Combination?, page 16
7.We note your disclosure indicating that the Sponsor and SEPA’s directors, officers, or
their affiliates may engage in public market purchases, as well as private purchases, of
your securities. Please provide your analysis on how such purchases will comply with
Rule 14e-5. In this regard, we note your statement that "such privately negotiated
purchases may be effected at purchase prices that are in excess of the per-share pro rata
portion of the aggregate amount then on deposit in the Trust Account." To the extent you
intend to rely on Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it
applies to your circumstances.
Summary of the Proxy Statement/Prospectus, page 21
8.We note that the audit opinions for SEPA and SANUWAVE include paragraphs related to
substantial doubt about the ability of SEPA and SANUWAVE, respectively, to continue
as going concerns. Please include prominent disclosure regarding this point in the
summary section.
9.Please revise to provide the information required by Item 4 of Form S-4. Be sure to
include disclosure concerning the no solicitation and termination fees in the Merger
Agreement.
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination
SANUWAVE, page 22
10.We note that your summary section only appears to discuss the positive aspects of
SANUWAVE's business. The prospectus summary should provide a brief, but balanced,
description of the key aspects of SANUWAVE's business as of the latest practicable date.
Please revise the summary to also discuss any negative aspects of the SANUWAVE's
experience, strategy, and prospects. In particular, please revise the summary to note, as
stated elsewhere in the proxy statement/prospectus, that SANUWAVE has experienced
negative operating cash flows since its inception and that the continuation of
SANUWAVE’s business is dependent upon raising additional capital to fund operations.
11.We note your statement here that "SANUWAVE’s two primary systems are UltraMIST ®
and PACE ®. UltraMIST and PACE are the only two Food and Drug Administration
(“FDA”) approved directed energy systems for wound healing" and your statement on
page 66 that "in 2019, Tissue Regeneration Technologies, LLC (DBAS SoftWave)
obtained clearance from the U.S. Food and Drug Administration (“FDA”) for treatment of
diabetic foot ulcers using non-focused shockwaves, as a 510(k) submission based on

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SANUWAVE’s PACE system de novo clearance." Please clarify if Tissue Regeneration
Technologies product is also an approved directed energy systems for wound
healing. Revise to define "directed energy systems for wound healing" and state whether
this is a term of art, industry term or something else.
12.We note your statement on page 22 that "UltraMIST and PACE are the only two Food and
Drug Administration (“FDA”) approved directed energy systems for wound healing" and
"[t]he UltraMIST system treatment must be administered by a healthcare professional.
This proprietary technology has been cleared by the FDA for the promotion of wound
healing through wound cleansing and maintenance debridement combined with ultrasound
energy deposited inside the wound that stimulated tissue regeneration." Please revise to
clarify whether these products are approved or cleared by the FDA and list all
jurisdictions in which you have regulatory approval or clearance.
Risk Factors
Risks Related to SEPA
SEPA may be deemed a "foreign person" under the regulations relating to CFIUS..., page 57
13.We note your disclosure that "SEPA does not believe that either SEPA or its Sponsor
constitutes a “foreign person” under CFIUS rules and regulations." With a view toward
disclosure, please tell us whether SANUWAVE or anyone or any entity associated with or
otherwise involved in the transaction, is, is controlled by, or has substantial ties with a
non-U.S. person.
SANUWAVE's recurring losses from operations and dependency upon future issuances of equity
or other financing to fund ongoing operations..., page 63
14.We note your disclosure on page 63: "The operating losses and the events of default on
SANUWAVE’s notes payable indicate substantial doubt about SANUWAVE’s ability to
continue as a going concern for a period of at least twelve months from the filing of
SANUWAVE’s Quarterly Report on Form 10-Q for the three months ended June 30,
2023." Please revise to expand the risks involved with SANUWAVE's default under
certain debt instruments.
If SANUWAVE is unable to successfully raise additional capital, its viability may be threatened;
however, if SANUWAVE does raise..., page 65
15.We note that SANUWAVE is currently prohibited from incurring or guaranteeing most
kinds of debt issued by public or private investors. We also note your disclosure on page
63 that "[t]he continuation of SANUWAVE’s business is dependent upon raising
additional capital to fund operations." Please revise to reconcile or further explain these
disclosures.

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October 19, 2023
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Risk Factors
Risks Related to SANUWAVE
SANUWAVE has entered into an agreement with companies owned by a current board member
and stockholder..., page 67
16.We note your disclosure that "in the event of a change of control of SANUWAVE (as
defined in the agreement), the stockholders of PSWC have the right and option to cause
SANUWAVE to purchase all of the stock of PSWC, and whereby SANUWAVE has the
right and option to purchase all issued and outstanding shares of PSWC." Please note if
the current Business Combination with SEPA would constitute a change of control of
SANUWAVE under the applicable agreement. Please also revise to describe this
agreement and its material terms in the Information about SANUWAVE section.
SANUWAVE generates a portion of its revenue internationally and is subject to various risks
relating to its international activities..., page 68
17.We note your statement that "[a] portion of SANUWAVE’s revenue comes from
international sources, and SANUWAVE anticipates that it will continue to expand its
overseas operations." Please revise to state the amount of revenue that comes from
international sources. We also note that presently there is no substantive regulatory
discussion of international regulation in the discussion on page 180.
Proposal 2: The Business Combination Proposal
Background of the Business Combination, page 105
18.We note your disclosure th