Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
15 Novembre 2023 - 12:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM 12b-25 |
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SEC
FILE NUMBER
001-40679 |
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NOTIFICATION OF LATE
FILING |
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CUSIP
NUMBER
589381201 |
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(Check
one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11 -K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form
N-CSR
For
Period Ended: September 30, 2023
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For
the Transition Period Ended: ___________________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to
a portion of the filing checked above, identify the Item(s) to which the notification relates: |
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PART I — REGISTRANT INFORMATION |
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SEP Acquisition
Corp. |
Full Name of Registrant |
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Mercury
Ecommerce Acquisition Corp. |
Former Name if Applicable |
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3737 Buffalo
Speedway, Suite 1750 |
Address of Principal Executive Office (Street and
Number) |
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Houston,
TX 77098 |
City, State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and |
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
SEP
Acquisition Corp. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2023 (the “Quarterly Report”). The Company has determined
that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense for the reasons
set forth below.
The
Company is a blank check company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination with one or more businesses. As disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 23, 2023, the Company announced that it entered into an Agreement and Plan of Merger,
which, if consummated, will be the Company’s business combination (the “Business Combination”). In connection with
the Business Combination, on September 22, 2023, the Company filed a registration statement on Form S-4 (the “Registration Statement”),
as amended by Amendment No. 1 to the Form S-4 filed on November 3, 2023 (“Amendment No. 1”).
Due
to the complexity of accounting associated with certain matters related to the Business Combination, the Company requires additional
time to prepare its accounting records and schedules to enable its independent registered public accounting firm, BDO
USA, LLP, to complete its review of the Company’s financial statements to be contained in the Form 10-Q. Further, the Company’s
management and accounting teams were required to spend significant time, energy and effort to, among other things, prepare and file the
Registration Statement and Amendment No. 1.
It
is anticipated that the Form 10-Q, along with the unaudited financial statements, will be filed within the five-day extension period
provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV — OTHER INFORMATION
(1) |
Name and telephone number of person
to contact in regard to this notification |
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R.
Andrew White |
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(713) |
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715-6820 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section
30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes
☒ No ☐ |
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(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes
☐ No ☒
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
Cautionary
Statement Concerning Forward-Looking Statements
This
notification of late filing on Form 12b-25 contains forward-looking statements regarding the Company’s expectations concerning
the filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2023 and results of operations. These forward-looking
statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed in the forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update these forward-looking
statements to reflect subsequent events or circumstances.
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SEP
Acquisition Corp. |
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(Name of Registrant as Specified
in Charter) |
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has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized. |
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Date |
November
15, 2023 |
By |
/s/
R. Andrew White |
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Name:
R. Andrew White
Title:
President, Chief Executive Officer and Director |
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INSTRUCTION: The form may be signed
by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing
the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant
shall be filed with the form. |
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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