| Item 1.01. |
Entry into a Material Definitive Agreement. |
Merger Agreement
On March 30, 2022, Artemis Strategic Investment
Corporation, a Delaware corporation (“Artemis,” “we,” “us,” “our” or the “Company”),
entered into an agreement and plan of reorganization, with Komisium Limited, a private company limited by shares incorporated under the
laws of Cyprus (“Komisium”), Logflex MT Holding Limited, a limited liability company organized under the laws of Malta
with company registration number C 77769 and having its registered office at 170, Pater House, Level 1 (Suite A191), Psaila Street,
Birkirkara, BKR 9077, Malta and a direct, wholly-owned subsidiary of Komisium (“Novibet”), Novibet PLC, a United Kingdom public
limited company, and a direct, wholly-owned subsidiary of Komisium (“PubCo”), and Novibet Merger Sub Inc., a Delaware corporation
and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) (as it may be amended, restated, supplemented or otherwise modified
from time to time, the “Merger Agreement”). The Merger Agreement and the transactions contemplated thereby (the “Business
Combination”) were unanimously approved by Artemis’ board of directors on March 28, 2022.
Novibet is a vertically-integrated online gambling
operator offering a full suite of online gaming and sports betting products across desktop and mobile channels. The parties have ascribed
Novibet a pre-Business Combination enterprise value of $625 million.
Assuming no redemption from Artemis’s trust
account, it is anticipated that, immediately following the Business Combination, (1)
Artemis’s public stockholders will own approximately 25% of the outstanding ordinary shares of PubCo (the “PubCo
Ordinary Shares”), (2) Artemis Sponsor, LLC (the “Sponsor”) and certain anchor investors in Artemis will own
approximately 6% of the outstanding PubCo Ordinary Shares, and (3) Komisium will own
approximately 69% of the outstanding PubCo Ordinary Shares (such figures assume that the Novibet Shareholder receives $50 million of
Closing Cash Consideration (as defined below) in connection with the closing of the Business Combination (the “Closing”)
and do not take into account any Earnout Consideration (as defined below) that may be issued to Komisium following
the Closing upon satisfaction of the earnout conditions described below. Following the Closing, PubCo is expected to be a
“controlled company” within the meaning of the Nasdaq listing rules.
The Closing
is expected to occur in the second half of 2022, following the fulfillment of the closing conditions set forth in the Merger Agreement.
Share Exchange
Pursuant to the Merger Agreement, subject to the
satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time (as defined below), Komisium
will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo, in consideration for (a) an amount
of cash, which will not exceed $50,000,000, equal to the excess of Gross Closing Proceeds (as defined below) over $100,000,000 (the “Closing
Cash Consideration”) and (b) a number of PubCo Ordinary Shares (the “Closing
Share Consideration”) calculated by subtracting the Closing Cash Consideration from $625,000,000, divided by $10.20.
Earnout
In addition to the Closing Share Consideration
and Closing Cash Consideration, following the Closing, Komisium may receive up to 9,803,921 additional PubCo
Ordinary Shares as earnout consideration (the “Earnout Consideration”). The Earnout Consideration will be payable as
follows:
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If during the one year period following the Closing (the “First Earnout Period”), the volume-weighted average price (“VWAP”) per PubCo Ordinary Share is greater than or equal to $12.00 (as adjusted for share splits, bonus share issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period during the First Earnout Period, PubCo will issue an additional 1,470,588 PubCo Ordinary Shares to Komisium (the “First Earnout Shares”); |
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If during the 18 month period following the Closing (the “Second Earnout Period”), the VWAP per PubCo Ordinary Share is greater than or equal to $15.00 (as adjusted for share splits, bonus share issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period during the Second Earnout Period, PubCo will issue an additional 1,470,588 PubCo Ordinary Shares to Komisium (the “Second Earnout Shares”); and |
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If PubCo’s annualized aggregate net gaming revenue for the first year following the Closing is greater than $171,000,000 as determined in accordance with the terms of the Merger Agreement (the “Earnings Threshold”), PubCo will issue an additional 1,470,588 PubCo Ordinary Shares for each $1,000,000 such figure exceeds the Earnings Threshold, up to a maximum of 6,862,745 PubCo Ordinary Shares (the “Third Earnout Shares”); provided, however, that, if at the end of the business day on the date that the Third Earnout Shares would otherwise be required to be issued the closing price per PubCo Ordinary Share is less than $10.20, PubCo will not be required to issue such Third Earnout Shares unless and until the VWAP per PubCo Ordinary Share is greater than or equal to $10.20 for any 20 trading days within any 30 trading day period during the following six month period. |
If there is a Change of Control (as defined in
the Merger Agreement) of PubCo during the First Earnout Period or Second Earnout Period that provides for a price per PubCo
Ordinary Share greater than or equal to $12.00 or $15.00, respectively, then immediately prior to the consummation of such Change
of Control, to the extent not previously paid, PubCo shall issue to Komisium (i) the First Earnout Shares and/or Second Earnout Shares,
as applicable, and (ii) the Third Earnout Shares.
Merger of Artemis
Subject to the satisfaction or waiver of certain
closing conditions set forth in the Merger Agreement as described in more detail below, including the approval of the Merger Agreement
and the transactions contemplated thereby by Artemis’s stockholders, Merger Sub will merge with and into Artemis, with Artemis surviving
and continuing as a direct, wholly-owned subsidiary of PubCo, and with the stockholders of Artemis becoming stockholders of PubCo (the
“Merger”).
At the effective time of the Merger (the “Effective
Time”), (a) each issued and outstanding share of Class B common stock of Artemis, par value $0.0001 per share (the “Class B
Common Stock”) will be automatically converted into one share of Class A common stock of Artemis, par value $0.0001 per share
(the “Class A Common Stock”) in accordance with the terms of Artemis’s Third Amended and Restated Certificate of
Incorporation (the “Artemis Charter”) and the Sponsor Support Agreement (as defined below), (b) each issued and outstanding
share of Class A Common Stock (including the Class A Common Stock issued upon conversion of Class B Common Stock, but not
including any shares redeemed by Artemis’s public stockholders and certain other excluded Artemis shares) will be automatically
converted into the right of the holder thereof to receive one PubCo Ordinary Share and (c) each
outstanding whole warrant of Artemis will be assumed by PubCo and will become exercisable for one PubCo
Ordinary Share, on the same terms as the warrants of Artemis in accordance with the terms of the Warrant Agreement (as defined
below).
Representations and Warranties
The parties to the Merger Agreement have made
customary representations and warranties for transactions of this type. The representations and warranties made under the Merger Agreement
will not survive the Closing.
Covenants
The parties to the Merger Agreement agreed to
be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct
of Artemis and Novibet during the period between the execution of the Merger Agreement and the Closing and covenants with respect to the
preparation and filing of the registration statement on Form F-4 (“Registration Statement”), which will include the proxy
statement of Artemis and the prospectus of PubCo (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”).
In addition, Komisium agreed not to transfer any
of the ordinary shares of Novibet that it held on the date of the Merger Agreement. However, Komisium is permitted to transfer up to 10%
of such ordinary shares as long as the transferee(s) enter into joinder agreements to the Merger Agreement prior to Closing.
The covenants made under the Merger Agreement
will not survive the Closing, unless by their terms they are to be performed in whole or in part after the Closing. The Merger Agreement
provides that, immediately following the Closing, individuals selected by the Sponsor or Novibet will be elected and appointed as members
of the PubCo board of directors, and Rodolfo Odoni, the current Chairman of Novibet, will be appointed as Chairperson of the initial board
of directors of PubCo.
Conditions to Closing
The Closing is subject to certain customary
conditions, including, among other things: (i) approval by Artemis’ stockholders of the Merger Agreement and the
transactions contemplated thereby; (ii) the approval of the listing of the PubCo Ordinary
Shares to be issued to Artemis stockholders in connection with the Business Combination on the Nasdaq Stock Market
(“Nasdaq”), subject to official notice of issuance; (iii) the Registration Statement becoming effective; (iv) the
accuracy of the representations and warranties, covenants and agreements of Novibet, Komisium, Merger Sub, PubCo and Artemis,
respectively; (v) the absence of any material adverse effect that is continuing with respect to Novibet, Komisium, Merger Sub,
PubCo and Artemis, respectively, between the date of the Merger Agreement and the date of the Closing; (vi) the absence of any
governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination,
(vii) solely as a condition to Novibet’s obligations to consummate the Closing, there being a minimum cash of
$50,000,000 contained in the Trust Account maintained by Artemis (following any redemptions by Artermis’s public
stockholders), on Artemis’ balance sheet and/or from the aggregate amount of gross proceeds from any subscription or
investment agreement entered into by Novibet, PubCo or Artemis between the date of the Merger Agreement and Closing (the
“Gross Closing Proceeds”), and (viii) solely as a condition to Artemis’s obligations to consummate the Closing,
the public warrants of Artemis to be assumed by PubCo in accordance with the Merger Agreement will have been approved for listing on
Nasdaq, subject to official notice of issuance.
Proxy Statement/Prospectus and Stockholder Meeting
As promptly as practicable after the execution
of the Merger Agreement, (i) PubCo, Artemis and Novibet will jointly prepare and PubCo will file with the SEC (at the sole cost and
expense of Novibet) the Registration Statement. The Registration Statement is excepted to be submitted confidentially to the U.S. Securities
and Exchange Commission on March 31, 2022.
Termination
The Merger Agreement may be terminated and the
transactions contemplated thereby abandoned: (i) by mutual written agreement of Artemis and Novibet; (ii) by either Artemis
or Novibet if the Business Combination is not consummated by the nine month anniversary of the date of the Merger Agreement, provided,
however, that neither party shall have the right to terminate if their action or failure to act has been a principal cause of or principally
resulted in the failure of the transactions to occur on or before such date and such action or failure to act constitutes a material breach
of the Merger Agreement; (iii) by either Artemis or Novibet if a governmental entity of competent jurisdiction has issued an order
or taken any action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of
the Business Combination, which order or other action is final and nonappealable; (iv) by either Novibet or Artemis if the approval
of the Business Combination by Artemis stockholders has not been obtained; (v) by Novibet following a modification in the recommendation
of Artemis’s board of directors; (vi) by Novibet if the anticipated Gross Closing Proceeds of Artemis are less than $50,000,000 and (vii) by Novibet or Artemis if the other party has an uncured breach of the Merger Agreement that would
result in a failure of the applicable closing conditions. No party will have any liability after the termination of the Merger Agreement,
except for intentional fraud or a material and willful breach.
The foregoing description of the Merger Agreement
and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Merger Agreement contains representations, warranties and covenants
that the parties to the Merger Agreement made to each other as of the date of the Merger Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to
important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement
has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information
about Artemis, Novibet or any other party to the Merger Agreement.
In particular, the representations, warranties, covenants and agreements
contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for
the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”).
Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations
of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants
and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning
the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Company’s public disclosures.
Investors Agreement
At the Closing, the Sponsor, Komisium and PubCo
will enter into the Investors Agreement, pursuant to which, among other things, the Sponsor and Komisium will agree with PubCo that the
PubCo Ordinary Shares held by them (including PubCo
Ordinary Shares issued upon the Sponsor’s exercise of any of its warrants) will be subject to transfer restrictions until
the earlier of (a) 12 months after the Closing or (b) the date on which the closing price of PubCo
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, bonus share issuances, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing. Notwithstanding
the transfer restrictions set forth therein, (i) Komisium will be entitled to transfer up to 10% of the PubCo
Ordinary Shares acquired by it in the Business Combination (in the form of either Closing Share Consideration or Earn Out Consideration)
to “accredited investors” (within the meaning of applicable U.S. securities laws) during the lock-up period, commencing 6 months
after the Closing, and (ii) certain other customary transfers will be expressly permitted during the lock-up period.
The Investors Agreement will further provide that:
(a) for as long as the Sponsor beneficially owns a number of PubCo Ordinary Shares representing
at least 5% of the total voting power of PubCo’s then issued and outstanding equity interests, the Sponsor will be entitled to appoint
2 members of PubCo’s board of directors (provided that at least one such board member must satisfy the Nasdaq diversity requirements
and each such board member must satisfy the Nasdaq independence requirements); (b) for as long as the Sponsor is entitled to appoint
a member of the PubCo board of directors pursuant to the Investors Agreement, Komisium will agree to use its commercially reasonable efforts
to have the Sponsor’s nominee appointed to the PubCo board of directors, including soliciting votes in favor of the election of
any such director at any meeting of PubCo’s shareholders; (c) for as long as Komisium beneficially owns (i) at least 50%
of the total voting power of PubCo’s then issued and outstanding equity interests, Komisium will be entitled to appoint a majority
of the members of the PubCo board of directors (provided that at least one such board member must satisfy the Nasdaq independence requirements),
(ii) at least 40% but less than 50% of the total voting power of PubCo’s then issued and outstanding equity interests, Komisium
will be entitled to appoint 2 members of PubCo’s board of directors, and (iii) at least 5% but less than 40% of the total
voting power of PubCo’s then issued and outstanding equity interests, Komisium will be entitled to appoint one member of PubCo’s
board of directors; and (d) for so long as Komisium beneficially owns at least 15% of the total voting power of PubCo’s then
issued and outstanding equity interests, Komisium will be entitled to appoint the chairperson of PubCo’s board of directors.
The Investors Agreement will further provide that,
for as long as the Sponsor or Komisium beneficially owns a number of PubCo Ordinary Shares
representing at least 5% of the total voting power of PubCo’s then issued and outstanding equity interests and the number of directors
on the PubCo’s the board of directors is no greater than five, each will agree that it will not, without the approval of the PubCo
board of directors, (i) enter into, propose or seek any merger, business combination, recapitalization, restructuring or other extraordinary
transaction involving PubCo or any of its subsidiaries, (ii) initiate or participate in any proxy solicitation or (iii) publicly
nominate or recommend for nomination a person for election at any PubCo shareholder meeting, except as expressly permitted by the Investors
Agreement.
The foregoing description of the Investors Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Investors Agreement, the form of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Sponsor Support Agreement
In connection with the execution of the Merger
Agreement, the Sponsor, Novibet and Artemis entered into a Sponsor Support Agreement, pursuant to which the Sponsor agreed, among other
things, to vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, to vote against
any business combination proposal other than the Business Combination or other proposals that would impede or frustrate the Business Combination,
and to not change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of,
Artemis. Additionally, the Sponsor agreed not to redeem any shares of the Class A Common Stock or Class B Common Stock held by it in connection
with the Business Combination, and to waive the anti-dilution and conversion price adjustments set
forth in the Artemis Charter with respect to its Class B Common Stock.
The foregoing description of the Sponsor Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Agreement, a copy of which
is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Registration Rights Agreement
At the Closing, PubCo, the Sponsor and certain
other security holders of PubCo will enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant
to which, upon completion of the Business Combination, the PubCo Ordinary Shares and certain
other registrable securities described therein held by the Sponsor, Komisium and the other parties thereto, will bear the same registration
rights provided under Artemis’s existing registration rights agreement.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights
Agreement, the form of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.
Warrant Assignment, Assumption and Amendment Agreement
At the Closing, Artemis and Continental Stock
Transfer & Trust Company, a New York limited purpose trust company (“Continental”) will enter into a Warrant Assignment,
Assumption and Amendment Agreement in connection with the Business Combination (the “Warrant Agreement”), pursuant to which
as of the Closing, (a) each whole warrant of Artemis that is issued and outstanding immediately prior to the effective time of the
Business Combination will be assumed by PubCo and will be exercisable, in accordance with the terms of the Warrant Agreement, for one
PubCo Ordinary Share and (b) Artemis will assign to PubCo all of Artemis’ right,
title, and interest in and to the existing warrant agreement with Continental and PubCo will assume, and agree to pay, perform, satisfy
and discharge in full, all of Artemis’ liabilities and obligations under the existing warrant agreement arising from and after
the Closing.
The foregoing description of the Warrant Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant Agreement, the form of which
is filed as Exhibit 4.1 hereto and is incorporated by reference herein.