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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

    December 8, 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.

    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 November 28, 2023, to Mr. R. Andrew White regarding the above-referenced Form S-4 (“Initial Registration Statement”), as amended by Amendment No. 1 to the Initial Registration Statement, dated as of November 3,
      2023 (the “Amendment No. 1,” and together with the Initial Registration Statement, the “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. 2 to the above-referenced Form S-4 (“Amendment No. 2”) with the Commission in response to the Staff’s comments and to reflect certain
      other changes. Please note that Amendment No. 2 includes updated financial information for the quarter ended September 30, 2023.

    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.

    Amendment No. 1 filed November 3, 2023

    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 9.

    Comment:

            1.

                We note your response to previous comment 4 and your disclosure on page 24: "As of October 26, 2023, the holders of approximately 95% of the outstanding SANUWAVE Warrants and 100% of the outstanding
                    SANUWAVE Convertible Notes have committed to exchange such SANUWAVE Warrants and SANUWAVE Convertible Notes for an aggregate of 1,124,417,498 shares and 280,812,105 shares, respectively, of SANUWAVE Common Stock immediately prior to the
                    Closing of the Business Combination." Please revise to describe any agreements entered with the holders of the SANUWAVE Warrants and SANUWAVE Convertible Notes and file them as exhibits.

            ALABAMA • FLORIDA • GEORGIA • LOUISIANA • MARYLAND • MISSISSIPPI • SOUTH CAROLINA • TENNESSEE •

            TEXAS • VIRGINIA • WASHINGTON, D.C.

    U.S. Securities and Exchange Commission

    Page 2

    December 8, 2023

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 24, 103 and 235 of Amendment No. 2 to describe the letter agreements entered into by SANUWAVE with holders of the
      SANUWAVE Warrants and SANUWAVE Convertible Notes. Forms of these letter agreements also were filed as exhibits to Amendment No. 2.

    Comment:

          2.

            We note your response to previous comment 5. Revise your disclosure to show how the per share value of the shares owned by non-redeeming shareholders specifically, not all shareholders, is diluted by each
                potential source of dilution. Your disclosure should show the impact of certain equity issuances on the per share value of the shares, including, as examples, the exercises of public and private warrants under each redemption scenario.
                Please also explain why the enterprise value for the post-combination company does not differ between redemption scenarios.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 10 of Amendment No. 2 to clarify the calculation of the implied per share value across the different redemption
      scenarios.

    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 66.

    Comment:

          3.

            We note your revised disclosure in response to previous comment 14 and reissue the comment in part. Please expand on your disclosure regarding the defaults under the Senior Secured Note, Celularity Note
                and HealthTronics Note to discuss the specific risks resulting from defaulting under these notes. This discussion should include an explanation of the reason for the defaults, whether you have the ability to cure the defaults under the
                terms of the notes and any plans to regain compliance with the terms of the notes. Please note whether there are any other consequences to being in default under the notes other than accruing default interest. Finally, please note whether
                the lenders have the ability to accelerate the principal amounts outstanding under the notes during a default and whether you have had any discussions with the lenders regarding the defaults.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 67 of Amendment No. 2 to provide the additional information noted in the comment with respect to SANUWAVE’s existing
      defaults under the Senior Secured Note, the Celularity Note and the HealthTronics Note and the risks related thereto.

    U.S. Securities and Exchange Commission

    Page 3

    December 8, 2023

    Proposal 2: The Business Combination Proposal

    Background of the Business Combination, page 110.

    Comment:

          4.

            We note your response to previous comment 19 and reissue the comment in part. You state that SEPA's bid submitted on June 6, 2023 consisted of a non-binding LOI that was negotiated by the parties over the
                coming days. Please discuss the terms of the LOI as it was submitted on June 6, 2023 in addition to discussing the terms that were subsequently negotiated.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 112 and 113 of Amendment No. 2 to disclose the specific terms of the LOI submitted to SANUWAVE on June 6, 2023 and how
      the terms  of the LOI executed on June 22, 2023 differed from the terms of the LOI submitted to SANUWAVE on June 6, 2023 based upon negotiations between the Company and SANUWAVE during that time period.

    Comment:

          5.

            We note your revised disclosure in response to previous comment 20 and reissue the comment. Please expand on this disclosure to note why SANUWAVE terminated Cohen’s engagement as financial advisor,
                including why SANUWAVE is asserting the termination was for cause and why Cohen is disputing the cause of the termination.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has expanded the disclosure on page 114 of Amendment No. 2 accordingly.

    Overview of Key Assumptions and Inputs, page 119.

    Comment:

          6.

            We note your revised disclosure in response to previous comment 27 and the description of the key operating forecasts added to page 118. Please revise to state the assumptions underlying these forecasts.
                Additionally, please revise to state the basis for the total estimated combined gross margin of 75% for UltraMIST systems and applicators.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 121 to specify the assumptions underlying the forecasts and to clarify the basis for the total combined gross margin for
      UltraMIST systems and consummables.

    Comment:

          7.

            We note your revised disclosure in response to previous comment 28 and reissue the comment in part. Please state whether any companies or transactions meeting ValueScope's criteria were excluded from the
                list of 33 comparable public companies and 35 comparable transactions.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 123 to specify that no transactions or companies were excluded from the list of 33 comparable public companies and 35
      comparable transactions.

    U.S. Securities and Exchange Commission

    Page 4

    December 8, 2023

    Unaudited Pro Forma Condensed Combined Financial Information

    The Merger and Related Transactions, page 156.

    Comment:

          8.

            As previously requested in prior comment 33, please expand your disclosures regarding the merger consideration to SANUWAVE security holders to include a description of the shares to be issued to settle
                SANUWAVE convertible notes. In this regard, we note footnote d only discusses the SANUWAVE convertible notes that are not converting as part of the merger transaction.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has made changes on page 159 of Amendment No. 2 to expand the disclosures regarding the Merger Consideration to SANUWAVE Security Holders and to include a
      description of the shares to be issued to settle SANUWAVE Convertible Notes in subsection (d), such that the holders of SANUWAVE Convertible Notes that have been exchanged for shares of SANUWAVE Common Stock, as of immediately prior to the Effective
      Time, will receive the same Merger Consideration as the SANUWAVE Stockholders pursuant to subsection (a) therein.

    Comment:

          9.

            As previously requested in prior comment 34, please revise your tabular presentation for the ownership of SEPA Common Stock following the Merger to separately present those shares that will be outstanding
                following the Merger from those shares associated with dilutive instruments (e.g., warrants and options) and the SANUWAVE Convertible Promissory Notes payable, Convertible Promissory Notes payable, related parties along with the associated
                accrued interest that are not converting at closing and will remain outstanding. In this regard, it is unclear why a portion of the total Merger Consideration of 7,793,000 shares of Class A Common Stock is not allocated to the SANUWAVE
                Convertible Promissory Notes payable, Convertible Promissory Notes payable, related parties along with the associated accrued interest. Finally, address the inconsistency in your disclosures here with the disclosures on pages 24 and 234
                that indicate 100% of the outstanding SANUWAVE Convertible Notes have committed to be exchanged in connection with the merger transaction.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has made changes to the disclosures on page 161 of Amendment No. 2 to describe and disclose in a tabular presentation the shares underlying dilutive
      securities that will not be exercised or converted into shares of Class A Common Stock in connection with the Merger by type of security and holder and will remain on the unaudited pro forma condensed combined balance sheet at Closing. The Company
      respectfully informs the Staff that the disclosures on pages 160 and 161 indicating 100% of the outstanding SANUWAVE convertible notes have committed to be exchanged in connection with the merger transaction is accurate because the defined term
      “SANUWAVE Convertible Notes” excludes outstanding SANUWAVE convertible promissory notes that will be paid in full or otherwise settled at or prior to the Closing, including the HealthTronics Note and the Celularity Note.

      On October 31, 2023, SANUWAVE entered into a letter agreement with HealthTronics, pursuant to which SANUWAVE agreed to pay HealthTronics the remaining unpaid principal amount under the HealthTronics Note by the earlier
        of the Closing or March 31, 2024 in exchange for HealthTronics’ agreement to release all claims against SANUWAVE related to the HealthTronics Note. SANUWAVE intends to enter into an agreement with Celularity to settle all amounts owed pursuant to
        the Celularity Note prior to the Closing.

    U.S. Securities and Exchange Commission

    Page 5

    December 8, 2023

    Financing Transaction, page 157.

    Comment:

              10.

                    Please expand your disclosures regarding the PIPE Investment to clarify that SEPA and SANUWAVE intend to enter into subscription agreements with investors however you have not obtained any
                        commitments in the PIPE Investment to date, if correct. Also explain the impact if you are unable to obtain any or sufficient subscriptions in the PIPE Investment to the transaction.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 159 and 160 of Amendment No. 2 to provide that there are currently no commitments in the PIPE Investment and to explain
      the potential effects on the Merger if the parties are unable to obtain any or sufficient subscriptions in the PIPE Investment.

    Note 4. Net Loss per Share, page 168.

    Comment:

              11.

                      We note the expanded disclosure you provided in response to prior comment 40. Please revise the disclosure for the excluded securities associated with SANUWAVE to disclose the share amounts for
                          the underlying SEPA shares of common stock, as the presentation assumes that the transaction occurred as of January 1, 2022. Also, tell us why you have included the SANUWAVE warrants and options that are converting into SEPA
                          warrants and options at closing in the weighted average shares outstanding of common stock in calculating basic loss per share for each period presented. In this regard, we note the shares associated with these instruments are not
                          included in the excluded securities.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has made changes on page 173 of Amendment No. 2 to revise the disclosure for the excluded securities associated with SANUWAVE to disclose the share amounts
      for the underlying shares of Class A Common Stock. The Company respectfully informs the Staff that only in-the-money SANUWAVE Warrants which will convert into shares of SANUWAVE Common Stock immediately prior to the Closing are included in the
      weighted average shares outstanding. Additionally, the Company respectfully informs the Staff that the outstanding SANUWAVE Options, all of which are out-of-the-money and not converting at Closing, have been excluded in the weighted average shares
      outstanding.

    Information about SANUWAVE Our Products and Technologies

    PACE Technology for Regenerative Medicine, page 183.

    Comment:

              12.

                        We note your revised disclosure in response to previous comment 43 that "[c]ompleted clinical trials using SANUWAVE products include studies of the effects of shockwaves on the following
                            conditions: plantar fasciitis, lateral epicondylitis, 5th metatarsal bone fracture, delayed union/non-union conditions of long bones, diabetic foot ulcers, oxygen saturation, burns, venous leg ulcers, pressure ulcers, and
                            ischemia." Please expand on this