ARTEU Artemis Strategic Investment Corporation

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of its financial statements as of and for the year ended December 31, 2022, Artemis Strategic Investment Corp. (the “Company”) reevaluated the accounting for the waiver of the deferred underwriting fee by the underwriters of its initial public offering. The Company had recognized this waiver of fees as an extinguishment of the contingent liability, with a resulting non-operating gain recognized in its statement of operations, in the Company’s quarterly report for the quarter ended September 30, 2022 (“Third Quarter 10-Q”). Upon further review and analysis, the Company’s management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to stockholder’s deficit.

On March 30, 2023, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued unaudited interim financial statements included in the Third Quarter 10-Q should no longer be relied upon and that it is appropriate to restate the Third Quarter 10-Q. The Company intends to restate its financial statements for the affected period in its annual report on Form 10-K for the year ended December 31, 2022.

Further, the Company’s management has considered the effect of the foregoing on the Company’s prior conclusions of the adequacy of its internal control over financial reporting and disclosure controls and procedures as of September 30, 2022. As a result of the error, management has determined that a material weakness existed in the Company’s internal control over financial reporting as of the December 30, 2022.

The Company does not expect the restatement described above will have any impact on its cash position and cash held in the trust account established in connection with its initial public offering (the “Trust Account”).

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, and the Company’s cash position and cash held in the Trust Account. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.