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              SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 •
                615.726.5600 • bakerdonelson.com

      Tonya Mitchem Grindon, Shareholder

      Direct Dial: 615.726.5607

      Direct Fax: 615.744.5607

      E-Mail Address: tgrindon@bakerdonelson.com

      November 3, 2023

      Division of Corporation Finance

      United States Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Attn.: Conlon Danberg

            Re:

              SEP Acquisition Corp.

      Registration Statement on Form S-4

      Filed September 22, 2023

      File No. 333-274653

      To whom it may concern:

      This letter is provided on behalf of SEP Acquisition Corp. (sometimes referred to herein as the “Company,” “SEPA,” “we” or “our”), in response to the comments of the Staff (the “Staff”) of the Securities and Exchange
        Commission (the “Commission”), dated October 19, 2023, to Mr. R. Andrew White regarding the above-referenced Registration Statement on Form S-4 (“Form S-4”).  Capitalized terms used but not defined herein have the meanings assigned to them in the
        Form S-4.

      Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to the above-referenced Form S-4 (“Amendment No. 1”) with the Commission in response to the Staff’s comments and to reflect certain
        other changes.

      For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the comment letter, and we have set forth below, in italics, the text of the
        Staff’s comment prior to each of the Company’s responses in the same order as presented in the comment letter.

      Registration Statement on Form S-4, filed September 22, 2023

      Market and Industry Data, page 5

      Comment:

            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.

              ALABAMA • FLORIDA • GEORGIA • LOUISIANA

                • MARYLAND • MISSISSIPPI • SOUTH CAROLINA • TENNESSEE •

              TEXAS • VIRGINIA • WASHINGTON, D.C.

                  U.S. Securities and Exchange Commission

                  Page 2

                  November 3, 2023

      Response:

      The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 5 of Amendment No. 1 to remove this statement.

      Questions and Answers About the SEPA Stockholder Proposals

      Q. Why am I receiving this proxy statement/prospectus?, page 7

      Comment:

            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 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.

      Response:

      The Company advises the Staff that the Class A Common Stock will not be deemed a “penny stock” under Rule 3a51-1 of the Securities Exchange Act of 1934 because (i) if approved, the NTA Amendment removing the redemption limitation will become
        effective immediately prior to the consummation of the Business Combination, and (ii) following the Closing of the Business Combination, the Class A Common Stock of the Combined Company will meet the relevant standards pursuant to applicable
        provisions of Rule 3a51-1 under the Exchange Act, such as subsection (g)(2), because SANUWAVE’s average revenue has exceeded $6 million for the last three years. Specifically, SANUWAVE’s three-year average revenue over the last three fiscal years
        is approximately $11.2 million (approximately $4.1 million in 2020, $13.0 million in 2021, and $16.7 million in 2022). Further, SANUWAVE’s revenue for the six months ended June 30, 2023 was approximately $8.5 million, meaning SANUWAVE’s annual
        revenue will also exceed $6 million for the fiscal year ending December 31, 2023.

      The Company respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 7 and 85 of Amendment No. 1 to explain why following the Closing of the Business Combination the Class A Common Stock
        would not be deemed a “penny stock” and has added a risk factor on page 62 of Amendment No. 1.

                  U.S. Securities and Exchange Commission

                  Page 3

                  November 3, 2023

      Q. What equity stake will current SEPA Stockholders and SANUWAVE Stockholders hold in the Combined Company..., page 9

      Comment:

            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.

      Response:

      The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 23, 24, 86, 87, 156 and 157 of Amendment No. 1.

      Comment:

            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.

                  U.S. Securities and Exchange Commission

                  Page 4

                  November 3, 2023

      Response:

      The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 99, 100, 229, and 234 of Amendment No. 1 to disclose the percentage of holders of SANUWAVE Warrants and SANUWAVE
        Convertible Note that have agreed to exchange such securities and the terms of such exchanges and to provide additional information regarding the holders of the PIPE Warrants.

      Comment:

            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.

      Response:

      The Company respectfully acknowledges the Staff’s comment and has revised the chart and added footnotes on page 10 of Amendment No. 1.

      Q. Will SEPA enter into any financing arrangements in connection with the Business Combination?, page 11

      Comment:

            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 factor
                  disclosure noting that you may be unable to raise the funds necessary to satisfy the Minimum Cash Condition.

                  U.S. Securities and Exchange Commission

                  Page 5

                  November 3, 2023

      Response:

      The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 12 to specify that, as of the date of the proxy statement/prospectus, SEPA and SANUWAVE have not entered into any
        subscription agreements or have otherwise received commitments for the PIPE.  Likewise, we have revised a risk factor on page 43 to clarify that if we are unsuccessful in raising $5,184,880 in connection with the PIPE, then the Minimum Cash
        Condition may not be satisfied and SANUWAVE may terminate the Merger Agreement.

      Q. May the Sponsor, SEPA’s directors, officers, or their affiliates purchase shares in connection with the Business Combination?, page 16

      Comment:

            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.

      Response:

      The Company respectfully acknowledges the Staff’s comment and has removed the disclosures relating to the potential public market purchases and private purchases by the Sponsor, SEPA’s directors, officers or their respective affiliates. The
        Company acknowledges that no such purchases will be made.

      Summary of the Proxy Statement/Prospectus, page 21

      Comment:

            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.

      Response:

      The Company respectfully acknowledges the Staff’s comment and has added this disclosure on pages 34 of Amendment No. 1.

      Comment:

            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.

                  U.S. Securities and Exchange Commissio