1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenor
Capital Management Company, L.P.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,475,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,475,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,475,000*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.33%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenor
Opportunity Master Fund, Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,475,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,475,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,475,000*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.33%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robin
Shah
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,475,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,475,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,475,000*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.33%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
CUSIP
No.
|
|
04303A202
|
|
|
|
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
Artemis
Strategic Investment Corporation
|
|
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
3310
East Corona Avenue
Phoenix,
AZ, 85040
|
|
|
|
|
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
Tenor
Capital Management Company, L.P.
Tenor
Opportunity Master Fund, Ltd.
Robin
Shah
|
|
|
|
|
|
|
|
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
(b).
|
Tenor
Capital Management Company, L.P.
|
|
|
Tenor
Opportunity Master Fund, Ltd.
|
|
|
Robin
Shah
|
|
|
|
|
|
810
Seventh Avenue, Suite 1905, New York, NY 10019
|
|
|
|
|
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
Tenor
Capital Management Company, L.P. – Delaware, USA
|
|
|
Tenor
Opportunity Master Fund, Ltd. – Cayman Islands
Robin
Shah – USA
|
|
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
Class
A common stock
|
|
|
|
|
|
CUSIP
No.:
|
|
|
|
|
(e).
|
04303A202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
|
(a)
|
[_]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
[_]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
[_]
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
[_]
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
|
|
|
|
8).
|
|
(e)
|
[_]
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
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|
|
|
|
(f)
|
[_]
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[_]
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
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(h)
|
[_]
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
(i)
|
[_]
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
[_]
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
[_]
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
|
Tenor
Capital Management Company, L.P. – 1,475,000 *
Tenor
Opportunity Master Fund, Ltd. – 1,475,000 *
Robin
Shah – 1,475,000 *
Tenor
Capital Management Company, L.P. – 7.33%*
Tenor
Opportunity Master Fund, Ltd. – 7.33%*
Robin
Shah – 7.33%*
|
(c)
|
Number
of shares as to which Tenor Capital Management Company, L.P. has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,475,000
|
,
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,475,000
|
.
|
|
|
|
|
|
|
Number
of shares as to which Tenor Opportunity Master Fund, Ltd. has:
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,475,000
|
,
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,475,000
|
.
|
|
Number
of shares as to which Robin Shah has:
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,475,000
|
,
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,475,000
|
.
|
*
The Class A common stock (the “Shares”) of Artemis Strategic Investment Corporation, a blank check company incorporated as
a Delaware corporation (the “Issuer”), reported herein are held in the form of units (the “Units”).
Each
Unit consists of one Share and one-half of one redeemable warrant (“Warrant”). Each Warrant entitles the holder thereof to
purchase a Share. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion
of the Issuer’s initial business combination (“Initial Business Combination”) and will expire five years after the
completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the Issuer’s Prospectus
file October 1, 2021 (the “Prospectus”). Accordingly, in accordance with Rule 13d-3(d)(1) regarding securities which represent
a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) Share.
Shares
reported herein are held by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P.
(“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor
Management GP, LLC, the general partner of Tenor Capital.
By
virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares
owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the
Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting
Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest
therein.
As of the date hereof, the Reporting
Persons held 1,475,000 Shares. The percentages herein are calculated based upon 20,125,000 Shares (held in the form of Units)
outstanding including 17,500,000 public shares (held in the form of Units) and the issuance of 2,625,000 Shares (held in the form
of Units) as a result of the underwriters’ exercise of their over-allotment option as reported in the 8-K filed on October 4, 2021.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
N/A
Item
8.
|
Identification
and Classification of Members of the Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule
13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 6, 2021
|
Tenor
Capital Management Company, L.P.
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
|
Title:
|
Managing
Member of its general partner, Tenor Management GP, LLC
|
|
Tenor
Opportunity Master Fund, Ltd.
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
|
Title:
|
Authorized
Signatory
|
|
Robin
Shah
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
1
Joint
Filing Statement
Statement
Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended,
with respect to the Class A common stock, held in the form of Units, of Artemis Strategic Investment Corporation, beneficially owned
by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this
Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
Dated:
October 6, 2021
|
|
|
|
|
|
|
Tenor
Capital Management Company, L.P.
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
|
Title:
|
Managing
Member of its general partner, Tenor
Management
GP, LLC
|
|
Tenor
Opportunity Master Fund, Ltd.
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|
|
Title:
|
Authorized
Signatory
|
|
Robin
Shah
|
|
|
|
By:
|
/s/
Robin Shah
|
|
Name:
|
Robin
Shah
|