SEP Acquisition Corp. *
LIQUIDATION – 7/15/24 – LINK
- The Company anticipates the last day of trading in the Class A ordinary shares will be July 16, 2024.
- The per-share redemption price will be approximately $10.35474496
The below-announced combination was terminated on 6/26/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: SANUWAVE Health Inc. [Terminated]
ENTERPRISE VALUE: $127.5 million
ANTICIPATED SYMBOL: SNWV
SEP Acquisition Corp. proposes to combine with SANUWAVE Health Inc.
- SANUWAVE is a rapidly growing commercial stage medical device company in the $45 billion U.S. wound care space.
- It has two FDA approved products and its lead product, UltraMIST®, has nationwide schedule 1 reimbursement from CMS (the Centers for Medicare & Medicaid Services, a part of the Department of Health and Human Services).
SUBSEQUENT EVENT – 6/3/24 – LINK
- The outside date has been extended from May 31, 2024 to June 30, 2024.
- In addition, the Amendment provides SANUWAVE with a unilateral right to terminate the Merger Agreementat any time upon written notice to the Company.
SUBSEQUENT EVENT – 10/3/23 – LINK
- The SPAC entered into a Forfeiture and Redemption Agreement, pursuant to which the Sponsor has agreed to forfeit 1,746,316 of its shares of Class A Common Stock contingent upon and effective immediately prior to the closing of the Business Combination.
TRANSACTION
- The combined company expects to receive approximately $13.0 million of gross proceeds at closing, including $12.0 million from non-redeeming holders of SEPA’s Class A common stock and other PIPE investors, and $1.0 million from the SPAC sponsor converting a loan into equity on the same terms as the PIPE. Approximately $8.5 million of capital has already been committed.
- The proposed business combination values the combined company at a pro forma enterprise value of $127.5 million.
- The transaction is expected to close in the fourth quarter of 2023.

SPAC FUNDING
- This funding is expected to be anchored by investors affiliated with Sweat Equity Partners and Mercury Life Sciences. The Company plans to solicit further participation from SANUWAVE’s existing investor base, other institutions and strategic partners.
LOCK-UP
- Company:
- 180 days after the Closing
- Sponsor:
- (i) one year after the completion of our initial business combination or (ii) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination.
NOTABLE CONDITIONS TO CLOSING
- SEPA and SANUWAVE shareholder approvals
- SEPA must have at least $12.0 million in cash at closing
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by either SEPA or SANUWAVE if any of the conditions to Closing have not been satisfied or waived by February 28, 2024 – AMENDED
- The Outside Date has been extended to April 30, 2024 – Link
- The Outside Date has been extended to May 31, 2024 – Link
- The outside date has been extended to June 30, 2024. – LINK
- In addition, the Amendment provides SANUWAVE with a unilateral right to terminate the Merger Agreement at any time upon written notice to the Company.
Warrant Exchange Offer
- All of SEPA’s warrants, both public and private, must be exchanged at a ratio of 0.227 shares of Class A common stock of the combined company, which will require stockholder and warrant holder approval.
- If approved by warrant holders, the publicly traded warrants will be valued at $0.50 per warrant and exchanged for shares of SEPA’s Class A common stock at closing, comprising a total of 450,336 shares of Class A common stock.
Non-Redemption
- The SPAC entered into a non-redemption agreement with several unnamed parties in exchange for them agreeing not to redeem an aggregate of 681,512 shares
ADVISORS
- Company:
- Faegre Drinker Biddle & Reath LLP served as legal advisor
- SPAC:
- ValueScope Inc. and Baker Donelson, Bearman, Caldwell & Berkowitz, PC served as financial and legal advisors, respectively
EXTENSION – 12/21/22 – LINK
- On December 21, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its corporate name from “Mercury Ecommerce Acquisition Corp.” to “SEP Acquisition Corp.”
- On December 20, 2022, Mercury Ecommerce Acquisition Corp. extended the date by which they must consummate a business combination from January 30, 2023 (or July 30, 2023, if the Company has executed a definitive agreement for a business combination by January 30, 2023) to July 30, 2024.
- Stockholders holding 16,737,241 shares of the Company’s Class A Common Stock exercised their right to redeem such shares for a pro-rata portion of the funds in the Company’s trust account.
- As a result, approximately $170.4 million ($10.18 per share) will be removed from the Company’s trust account to pay such holders, and approximately $13.8 million will remain in the trust account.
MANAGEMENT & BOARD
Executive Officers
R. Andrew White, 49
President and Chief Executive Officer, and Director
Mr. White is a multi-exit entrepreneur with cross-functional experience in technology-enabled businesses. Mr. White currently serves as a Special Limited Partner for Mercury Fund. He is also the founder of Sweat Equity Partners, LP (“SEP”). Mr. White established SEP in 2010 to serve as his primary investment vehicle and serves as the President of its general partner. SEP currently owns companies in the CleanTech, PropTech and SaaS segments. Mr. White led SEP’s creation of Path Environmental Technology in 2014, a leading CleanTech provider of tank cleaning technology that significantly reduces air emissions, waste disposal and manhours. In 2020, Ara Partners purchased a controlling interest in Path in a successful recapitalization transaction. In 2005, Mr. White led SEP’s development of Allied Warranty and, subsequently, Lone Star Repair, which together grew to over 200,000 customers and were sold to NRG Energy (NYSE: NRG) in 2012. In addition, Mr. White owns Geovox Security, a technology business that provides physical security for military, penal and high secure facility customers around the world. In prior work, Mr. White was the CFO, and then CEO, of Home Solutions of America, a publicly traded roll-up of fire/water restoration companies. During his tenure, he led the listing of Home Solutions on the American Stock Exchange. Mr. White began his career at CS First Boston (now Credit Suisse) in the Leveraged Finance Group working on the coverage team for KKR. In 2018, Mr. White ran for the Democratic nomination for Governor of Texas, winning a position in the May 2018 run-off election. He serves on the UTHealth Development Board and the University of Houston’s Hobby School of Public Affairs Development Board. Mr. White holds a Bachelor of Arts degree in Religious Studies from the University of Virginia and a Master’s in Business Administration degree from the University of Texas.
Winston Gilpin, 63
Chief Financial Officer and Secretary
Mr. Gilpin is the founding CFO of Mercury Fund, where he has been responsible for fund administration, accounting, human resources and all administrative services for the last 15 years. Mercury Fund is one of the largest early-stage venture capital firms headquartered in Texas. Mercury’s investment themes target SaaS, cloud, and marketplace platforms enabling the digital transformation of markets, industries, and customer relationships. Mr. Gilpin is also the co-founder and managing partner at GSqr Consulting, LLC where he provides fund administrative services to small to medium sized venture funds and SPVs. GSqr Consulting works to enhance the entrepreneurial ecosystem in Houston by providing finance and accounting consultancy services to Houston startups. GSqr provides CFO services to many of Mercury Fund’s incubated startup companies. GSqr Consulting was founded in October 2016.
Christy Cardenas, 34
Vice President and Chief Strategy Officer
Ms. Cardenas is an investment professional with approximately $12 billion in transaction experience, spanning venture capital, private equity and investment banking. Ms. Cardenas has a depth of experience in structuring business models, innovative fund vehicles and financial transactions. She currently serves as Head of Research and Data at Mercury Fund. Ms. Cardenas is also a Managing Partner at Grit Ventures, an early-stage deep technology fund investing in AI, Robotics and Energy, across industry, where she is focused on logistics and supply chain infrastructure. Prior to these roles, she was a Managing Partner responsible for Investment and Research at Ecliptic Capital, an early-stage venture capital fund based in Austin, TX. Prior to her career in venture, Ms. Cardenas was an investor in large scale private equity, spending the bulk of this time with First Reserve’s energy infrastructure practice (now BlackRock). Ms. Cardenas started her career in investment banking at Citigroup, where she worked on a wide array of initial public offerings, M&A and other public company transactions. Ms. Cardenas holds two degrees from the University of Texas at Austin, including B.B.A. in Business Honors and a Masters in Professional Accounting. Ms. Cardenas is also a CPA in the State of Texas.
Board of Directors
M. Blair Garrou, 48
Chairman
Mr. Garrou has spent much of his professional career advising, operating, and investing in software companies, with a focus on enabling technologies for retailers and brands. He is the co-founder and Managing Director of Mercury Fund (“Mercury”), one of the largest early-stage venture capital firms headquartered in Texas. Mercury’s investment themes target SaaS, cloud, and marketplace platforms enabling the digital transformation of markets, industries, and customer relationships. Mr. Garrou is a board director of privately-held companies of which Mercury is a venture investor, including Mercury portfolio company TrackX Holdings, Inc. (TSX.V: TKX). Mr. Garrou is also a Professor at the Jones Graduate School of Business at Rice University where he teaches a course on venture capital. Prior to co-founding Mercury, Mr. Garrou was CEO of Intermat, a leader in product information management software (NYSE: IHS). During this time, he was also named to the Houston Business Journal’s inaugural “40 under 40.” Prior to Intermat, Mr. Garrou was a Principal of Genesis Park, a Houston-based venture capital and private equity firm, where he focused on software investments. Prior to Genesis Park, Mr. Garrou helped launch and was the Director of Operations for the Houston Technology Center (HTC), one of the largest technology incubator in the state of Texas, and led the formation of the Houston Angel Network (HAN), one of the largest and most active angel investment organizations in the U.S. Previously, Mr. Garrou was an investment banker with Nesbitt Burns (BMO Capital Markets), a credit analyst with Compass Bank (BBVA Compass), and an auditor with Deloitte & Touche (Deloitte). He received a B.S. in Management with special attainments in Commerce from Washington & Lee University.
Jay Gardner, 65
Director Nominee
Mr. Gardner is a technology industry veteran. Over the past 40 years, Mr. Gardner has served as an executive advisor, software company operator, and leadership mentor. His broad base of skills and understanding of technology company operations includes private equity, venture capital, M&A and corporate development. Over the last five years, Mr. Gardner has worked as an executive advisor for the private equity firm Clayton, Dublier & Rice, and Quest Software, a leading enterprise software company, helping to manage numerous M&A transactions. Previously, from 2009 to 2015, Mr. Gardner was part of the executive team at The Attachmate Group, serving as President and General Manager of NetIQ, a leading provider of identity and security management solutions. While at Attachmate, Mr. Gardner helped lead the acquisition and integration of Novell, and later the pre- and post-merger integration of The Attachmate Group with Micro Focus International. Prior to Attachmate, from 2007 to 2009, Mr. Gardner was a board member of Phurnace Software, a leading web application server management platform, which was acquired by BMC Software. Prior to Phurnace, Mr. Gardner served in several executive roles during a 19-year tenure at BMC, including CIO, VP North American Sales, and VP Global Field Operations. Prior to BMC, Mr. Gardner began his career at IBM in various sales and management positions. Mr. Gardner earned a B.B.A. and M.B.A. from Texas Christian University, where he serves as a Chancellor’s Advisory Council member and on the Neeley Board of Advisors. Mr. Gardner is also a board member at the Halftime Institute, a non-profit organization helping leaders gain clarity on their purpose and focus to execute.
David Magdol, 51
Director Nominee
Mr. Magdol co-founded Main Street Capital Corporation, a publicly traded investment company (NYSE: MAIN), which has a market capitalization of approximately $2.5 billion as of February 2021. He has been serving as President since November 2018 and as Chief Investment Officer since 2011 of Main Street Capital. Mr. Magdol also serves as the chairman of Main Street’s Investment Committee. Main Street provides customized financing solutions to lower middle market and middle market companies operating in diverse industry sectors. Main Street and its related funds currently manage approximately $4.3 billion of investment capital. Mr. Magdol joined Main Street from the technology, media and telecommunications investment banking group at Lazard Freres & Co. Prior to Lazard, he managed a portfolio of private equity investments for the McMullen Group, a private investment firm/family office capitalized by Dr. John J. McMullen, the former owner of the New Jersey Devils and the Houston Astros. Mr. Magdol began his career in the structured finance services group of JP Morgan Chase. Mr. Magdol is a graduate of Skidmore College.
Mia Mends, 46
Director Nominee
Ms. Mends is currently the Chief Administrative Officer of Sodexo North America. In this position, Ms. Mends is accountable for driving critical strategic initiatives in support of Sodexo’s growth goals. Her responsibilities include Business Transformation, Strategy, Revenue Operations, Product Management, Marketing and Corporate Social Responsibility. Ms. Mends also leads SodexoMAGIC, a joint venture between Sodexo and Magic Johnson Enterprises. Prior to her current position, Ms. Mends held the position of CEO of Sodexo’s Benefits & Rewards Services division and was instrumental in the acquisition of Inspirus, a Software as a Service (SaaS) provider which brought Sodexo new employee engagement services and technology assets. Before joining Sodexo, Ms. Mends was General Manager of the Prepaid Debit Card Division of Noventis where she held P&L and general management responsibility. Ms. Mends is also a Corporate Director for Limeade (ASX: LME), a software company that elevates the employee experience and helps build great places to work. Outside of her corporate career, Ms. Mends founded the non-profit, Seven Sisters to Sisters. She also serves on the nonprofit boards of Catalyst Inc., EMERGE Fellowship, Girls Inc., Greater Houston Partnership, and Women’s Business Collaborative. In 2019, Ms. Mends was recognized as one of BLACK ENTERPRISE’s Most Powerful Women in Corporate America. She holds a B.A. in economics from Wellesley College and an M.B.A. from Harvard Business School.
Carolyn Rodz, 41
Director Nominee
Ms. Rodz has spent much of her career in finance and inclusive entrepreneurship, with a focus on utilizing technology and software to offer capital to under-resourced and growing markets. She is co-founder and CEO of Hello Alice, a predictive technology platform facilitating access and intelligent deployment of capital to over 360,000 diverse small business owners. Hello Alice is financially backed and supported by celebrity entrepreneurs, athletes and philanthropists. Hello Alice has engaged with a leading global network provider on an equitable access to credit program transforming the way underbanked entrepreneurs are assessed for credit risk. Named Hispanic Business Person of the Year by the U.S. Hispanic Chamber of Commerce, and one of Inc. Female Founders 100 in 2020, Ms. Rodz works with the world’s largest corporations and advocacy organizations to support the acquisition, engagement and retention of small and growing businesses, including their evolution through the digital economy. She has testified before the U.S. Congressional House Small Business Committee, and was featured in a U.S. Senate report by Senator Shaheen titled, “Tackling the Gender Gap: What Women Entrepreneurs Need to Thrive.” Prior to Hello Alice, Ms. Rodz was the founder and CEO of Cake, a digital media agency focused on Fortune 500 clients, and an investment banker with JP Morgan. Ms. Rodz earned a B.B.A. in Finance from Texas A&M University.
