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Washington, D.C. 20549







Date of Report (Date of earliest event reported): September 2, 2022



(Exact name of registrant as specified in its charter)


Delaware 001-40855 86-1303512
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)


3310 East Corona Avenue

Phoenix, Arizona 85040

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (602) 346-0329


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant   ARTEU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   ARTE   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   ARTEW   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 1.01. Entry into a Material Definitive Agreement.


Amendment No. 1 to the Merger Agreement


As previously disclosed, 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 and the sole equityholder of Novibet (“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”) (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.


On September 2, 2022, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). The Amendment amends the Merger Agreement and certain related agreements to, among other things:


reduce the value of the closing consideration payable to Komisium in the transaction from $625,000,000 to $500,000,000; provided that if redemptions are equal to or exceed 85% of Artemis’ total public shares outstanding, then Komisium will be issued additional share consideration valued at $125,000,000;

reduce the amount of cash required to be available to Novibet at the closing of the Business Combination from $50,000,000 in gross cash after payment to redeeming stockholders to $12,500,000 in net cash after payment to redeeming stockholders and transaction expenses;

alter the earn-out structure from a single tranche of earnout shares payable if a stock price target is met to dual tranches payable if certain operating targets based on Net Gaming Revenue are met;

release the post-closing lockup on 30% of the ordinary shares of PubCo (the “PubCo Ordinary Shares”) to be issued to Komisium in the Business Combination; and

allow Novibet to pay a pre-closing dividend to Komisium in the amount of €3,579,625, which was declared prior to March 30, 2022 but has not yet been paid or distributed; provided, that at Komisium’s election, such dividend may be paid through a non-interest bearing note with a maturity date as of the one year anniversary of the distribution date.


The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.





Important Information About the Proposed Business Combination and Where to Find It


In connection with the proposed Business Combination, Artemis, Novibet, and PubCo intend to prepare, and PubCo intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will contain the proxy statement of Artemis and the prospectus of PubCo (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”), one or more amendments to the Registration Statement, and, after the Registration Statement is declared effective, Artemis will mail the definitive Proxy Statement/Prospectus included therein to the holders of Artemis’s common stock in connection with Artemis’s solicitation of proxies for the vote by Artemis stockholders with respect to the Business Combination and other matters described in the Registration Statement. Artemis urges its stockholders and other interested persons to read, when available, the Registration Statement, the amendments thereto, and the documents incorporated by reference therein, as well as other documents filed by Artemis and PubCo with the SEC in connection with the Business Combination, as these materials will contain important information about Artemis, Novibet, and the Business Combination. Stockholders of Artemis will also be able to obtain copies of such documents, when available, free of charge through the website maintained by the SEC at www.sec.gov or by directing a written request to Artemis Strategic Investment Corporation, 3310 East Corona Avenue, Phoenix, AZ 85040.


Participants in the Solicitation


Under SEC rules, Artemis, Novibet, PubCo, and its and their respective officers and directors may be deemed to be participants in the solicitation of Artemis’s stockholders in connection with the Business Combination. Stockholders of Artemis may obtain more detailed information regarding the names, affiliations, and interests of Artemis’s directors and officers in Artemis’s final prospectus for its initial public offering, filed with the SEC on October 1, 2021 (the “IPO Prospectus”), and the Registration Statement, when available. The interests of Artemis’s directors, officers, and others in the Business Combination may, in some cases, be different than those of Artemis’s stockholders generally. Information about such interests will be set forth in the Registration Statement when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.


Forward-Looking Statements


This Current Report on Form 8-K and the exhibits hereto include historical information as well as “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are included throughout this Current Report on Form 8-K and the exhibits hereto and relate to matters such as the future results of operations and financial position of PubCo and its subsidiaries; planned products and services; Novibet’s business strategy, including Novibet’s planned launch in the United States and North America; objectives of Novibet’s management for future operations; market size and potential growth opportunities; competitive position; expectations and timings related to commercial launches; potential benefits of the proposed Business Combination; and technological and market trends and other future conditions.


Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “future,” “anticipate,” “assume,” “intend,” “plan,” “may,” “will,” “could,” “should,” “would,” “believes,” “predicts,” “potential,” “strategy,” “opportunity,” “continue,” and similar expressions are intended to identify such forward-looking statements. Accordingly, such forward-looking statements are not guarantees and are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and may be outside of PubCo’s, Artemis’s and Novibet’s control. PubCo’s, Artemis’s and Novibet’s actual results may differ materially from their expectations, estimates and projections due to a variety of factors and consequently, you should not place undue reliance on these forward-looking statements as predictions of future events. Although it is impossible to identify all factors that may cause such differences, they include, but are not limited to: (1) the level of redemptions by Artemis’s shareholders in connection with the Business Combination and the outcome of any legal proceedings that may be instituted against Artemis or Novibet following the announcement of the Business Combination; (2) the inability to complete the Business Combination; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain any necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (4) the risk that the Business Combination disrupts current plans and operations of Novibet as a result of the announcement and consummation of the Business Combination; (5) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (6) costs related to the Business Combination; (7) changes in laws or regulations applicable to Novibet’s business and Novibet’s ability to comply with such laws and regulations; (8) the possibility that PubCo may be adversely affected by other economic, business, and/or competitive factors; (9) the impact of the global COVID-19 pandemic on Novibet’s business; (10) the risk factors which will be set forth under the heading “Risk Factors” in the Registration Statement; and (11) the risks and uncertainties described in the “Risk Factors” section of Artemis’s IPO Prospectus and Artemis’s and PubCo’s subsequent filings with the SEC.





The foregoing list of factors is not exclusive. There may be additional risks that Artemis and Novibet do not presently know or that they currently believe are immaterial that could cause actual results to differ materially from those contained in the forward-looking statements. All information set forth herein speaks only as of the date hereof in the case of information about Artemis and Novibet or the date of such information in the case of information from persons other than Artemis and Novibet, and PubCo, Artemis and Novibet expressly disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on Form 8-K or to reflect any changes in their expectations or any change in events, conditions or circumstances on which any statement is based.


No Offer or Solicitation


This Current Report on Form 8-K and the exhibits hereto are for informational purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor a solicitation of a proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.





Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


2.1   Amendment No. 1, dated September 2, 2022, to the Agreement and Plan of Reorganization, dated as of March 30, 2022, by and among Artemis Strategic Investment Corporation, Komisium Limited, Logflex MT Holding Limited, Novibet PLC, and Novibet Merger Sub Inc.
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Thomas Granite
  Name: Thomas Granite
  Title: Chief Financial Officer
Date: September 9, 2022    




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