Item 3.03 Material Modification to Rights of Security Holders.

The information reported under Item 5.03 of this Current Report on Form 8-K with respect to the Extension Amendment (defined below) is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On December 20, 2022, Mercury Ecommerce Acquisition Corp., a Delaware corporation (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 (the "Extension Amendment"). The Extension Amendment extended the date by which the Company 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 (the date that is 36 months from the closing date of the Company's initial public offering of units). The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

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 (the "Name Change Amendment") to change its corporate name from "Mercury Ecommerce Acquisition Corp." to "SEP Acquisition Corp." (the "Company Name Change"). Additionally, the board of directors of the Company amended the Company's Bylaws (the "Bylaws Amendment") to reflect the Company Name Change (the "Bylaws Amendment"). The foregoing description of the Name Change Amendment and Bylaws Amendment are qualified in their entirety by reference to the full text of the Name Change Amendment and Bylaws Amendment, copies of which are attached hereto as Exhibits 3.2 and 3.3, respectively, and are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 20, 2022, the Company held a special meeting of stockholders (the "Special Meeting"). At the close of business on the record date of the Special Meeting, there were 18,041,500 outstanding shares of the Company's Class A common stock, par value $0.0001 per share ("Class A Common Stock") (including those shares held as a constituent part of the Company's units), and 4,510,375 outstanding shares of the Company's Class B common stock, par value $0.0001 per share ("Class B Common Stock," and together with the Class A Common Stock, the "Common Stock"). A total of 17,294,553 shares of Common Stock, representing approximately 76.7% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. At the Special Meeting, the Company's stockholders approved the Extension Amendment, extending the date by which the Company 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 (the "Extension Amendment Proposal"). The Extension Amendment Proposal is described in more detail in the Company's definitive proxy statement, which was filed with the Securities and Exchange Commission on November 30, 2022.

The final voting results for the Extension Amendment Proposal were as follows:



   For        Against    Abstain   Broker Non-Votes
15,419,259   1,875,294      0             0

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.

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
  3.1         Amendment to Amended and Restated Certificate of Incorporation (Extension
              Amendment)

  3.2         Amendment to Amended and Restated Certificate of Incorporation (Name Change
              Amendment)

  3.3         Amendment to Bylaws

              Cover Page Interactive Date File (the cover page XBRL tags are embedded
104           within the inline XBRL document)

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