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.