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United States securities and exchange commission logo
December 15, 2023
R. Andrew White
Chief Executive Officer
SEP Acquisition Corp.
3737 Buffalo Speedway, Suite 1750
Houston, Texas 77098
Re:SEP Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 8, 2023
File No. 333-274653
Dear R. Andrew White:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our November 28, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers about the SEPA Stockholder Proposals
Q. What equity stake will current SEPA Stockholders and SANUWAVE Stockholders hold in
the Combined Company..., page 10
1.Please expand on your disclosure of potential sources of dilution to reflect the issuance of
shares to settle the Convertible Promissory Notes as shown in the table on page 161.

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 December 15, 2023 Page 2
 FirstName LastName
R. Andrew White
SEP Acquisition Corp.
December 15, 2023
Page 2
Risk Factors
Risk Related to SEPA
SANUWAVE's recurring losses from operations and dependency upon future issuances of equity
or other financing to fund ongoing operations..., page 67
2.We note your revised disclosure in response to previous comment 3 that "if SANUWAVE
does not regain compliance with the terms of the Senior Secured Note by December 31,
2023, North Haven Expansion will have the right to declare all obligations under the
Senior Secured Note to be immediately due and payable" and that "SANUWAVE does
not expect to regain compliance with the terms of the Senior Secured Note until the
Closing." Please clarify if you expect to be in compliance with the terms of the Senior
Secured Note immediately following Closing. If you believe there is a material risk that
you would still be in default under the Senior Secured Note after the Closing, please add
prominent disclosure about this risk to the Summary and Risk Factor sections of the
prospectus. In this regard, we note that it appears you may lack sufficient pro forma
liquidity to repay the $15.0 million Senior Secured Note in the event it were to be
accelerated.
Background of the Business Combination, page 112
3.We note your revised disclosure regarding the terms of the initial June 6, 2023 LOI and
the signed June 22, 2023 LOI. Please clarify if the June 6 LOI included the same $125
million enterprise valuation contained in the June 22 LOI and if there were any other
business valuations included in the June 6 LOI.
Unaudited Pro Forma Condensed Combined Financial Information
The Merger and Related Transactions, page 158
4.We note your response to comment 11, which states all of the outstanding SANUWAVE
Options are out-of-the-money. As such, please revise your disclosure in note b to clearly
state that there are no in-the-money SANUWAVE Options that are outstanding and
receiving part of the Merger Consideration. We further note your statement that in-the-
money SANUWAVE warrants are converting into shares of SANUWAVE Common
Stock immediately prior to the Closing. As such, revise your disclosure in note c to clearly
state this and that there will be no in-the-money SANUWAVE warrants outstanding that
will convert into a SEPA Assumed Warrant at the close of the merger, if correct. Ensure
that the disclosures clearly communicate the specific facts and circumstances that are then
reflected in the pro forma financial information presented.
5.In your response to comment 9, you state that 100% of the outstanding SANUWAVE
convertible notes have committed to be exchanged in connection with the merger
transaction, which is a defined term and excludes outstanding SANUWAVE convertible
promissory notes. However, this definition appears inconsistent with the definition on
page 3. Further, the SANUWAVE consolidated balance sheet as of September 30, 2023,

 FirstName LastNameR. Andrew White
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 December 15, 2023 Page 3
 FirstName LastName
R. Andrew White
SEP Acquisition Corp.
December 15, 2023
Page 3
only presents convertible promissory notes payable, asset-backed secured promissory
notes and senior secured debt and no convertible notes. As such, please revise your
disclosures throughout the Form S-4, including in the pro forma presentation, to clearly
and consistently disclose exactly which debt is being converted into shares of SEPA Class
A Common Stock, which debt is being settled in another manner including the terms, and
which debt will remain outstanding in connection with the merger. Your disclosures
should also address any corresponding accrued interest and warrants.
6.We note your response to comment 9 along with the revised disclosures. As previously
requested, please revise your tabular presentation at the bottom of page 160 that details the
ownership of SEPA Common Stock following the Merger to only include those shares
that will be issued and outstanding following the Merger. Below the pro forma combined
company common stock at September 30, 2023, in a separate table, or in a footnote to this
table, disclose the number of shares underlying the dilutive instruments (e.g., convertible
promissory notes) that will be outstanding as of the close of the merger. In this regard, we
note that the pro forma balance sheet has $5.4 million of convertible promissory notes
outstanding at the close of the merger. This disclosure will allow investors to know the
number of shares issued and outstanding at the close of the merger versus those securities
that may have a dilutive effect to the extent exercised or converted at a future date. To the
extent that there are not expected to be any in-the-money convertible/dilutive securities
outstanding after the close of the merger, disclose as such and ensure all of your
disclosures in the pro formas and throughout the Form S-4 communicate this
information as well.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments, page 170
7.We note that you entered into a letter agreement with HealthTronics on October 31, 2023
to settle the note by the earlier of the closing of the merger or March 31, 2024. As such,
please include adjustments to the pro forma financial statements to reflect the required
payment and settlement of this note. To the extent that you also reach an agreement to
settle the Celularity note, also include adjustments for this transaction.
Adjustments related to the Asset-Backed Secured Promissory Note, page 172
8.We note that the SANUWAVE Asset-Backed Secured Promissory Note is now reflected
in the historical balance sheet. Please either remove the adjustment to include interest
expense for this note in the annual period or tell us why you believe this adjustment is
appropriate. Also, address and provide appropriate disclosure to remove any interest
expense recognized during the nine-months ended September 30, 2023, related to this note
given that it is being converted into shares of common stock in connection with the
merger transaction.

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 December 15, 2023 Page 4
 FirstName LastName
R. Andrew White
SEP Acquisition Corp.
December 15, 2023
Page 4
Note 4. Net Loss per Share, page 173
9.As previously requested in prior comment 11, please revise the tabular presentation of the
excluded securities to state the number of shares of SEPA Class A Common Stock
underlying these outstanding securities rather than the number of SANUWAVE common
stock, as the presentation assumes that the transaction occurred as of January 1, 2022. In
this regard, it is unclear why the number of underlying SANUWAVE shares of common
stock is relevant post-merger.
Information about SANUWAVE
Our Products and Technologies
PACE Technology for Regenerative Medicine, page 189
10.We note your response to previous comment 12 and reissue the comment. Please fully
describe the clinical studies you have conducted to date. Your disclosure should include
information such as the dates of the studies, the number of participants, the length of the
trials, the occurrence of any serious adverse events, the reported results or conclusions of
the studies and any reported statistical significance of the results. Your disclosure should
provide investors with a sufficient basis to evaluate your statement that you "believe that
[y]our pre-clinical and clinical studies suggest that [y]our PACE technology will be
effective in targeted applications."
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SANUWAVE
Liquidity and Capital Resources, page 206
11.We note that you have $21.4 million of senior secured promissory note payable with
$2.6 million in accrued interest outstanding as of September 30, 2023, that is currently in
default. We further note that part of the default is due to a failure to make certain required
payments. Please provide disclosures regarding the default and state what you are required
to do to cure the default, including the amount you will be required to pay and when that
payment is expected to be made. If the payment is to be made in connection with the
merger transaction, please include an adjustment to the balance sheet for this payment.

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 December 15, 2023 Page 5
 FirstName LastName
R. Andrew White
SEP Acquisition Corp.
December 15, 2023
Page 5
            Please contact Tracey Houser at 202-551-3736 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Tonya Mitchem Grindon, Esq.