Item 2.03 Creation of a Direct Financial Obligation
or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
Promissory Note disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this
Cautionary Note Regarding Forward-Looking Statements
This
report contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities
Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements.
Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial
results or strategies regarding GIO and the Proposed Transaction and the future held by the respective management teams of Apeiron or
GIO, the anticipated benefits and the anticipated timing of the Proposed Transaction, future financial condition and performance of GIO
and expected financial impacts of the Proposed Transaction (including future revenue, pro forma enterprise value and cash balance), the
satisfaction of closing conditions to the Proposed Transaction, financing transactions, if any, related to the Proposed Transaction, the
level of redemptions of Apeiron’s public stockholders and the products and markets and expected future performance and market opportunities
of GIO These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,”
“expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,”
“opportunity,” “plan,” “project,” “possible,” “potential,” “project,”
“predict,” “scales,” “representative of,” “valuation,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication,
including, without limitation: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, which
may adversely affect the price of Apeiron’s securities, (ii) the risk that the Proposed Transaction may not be completed by
Apeiron’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if
sought by Apeiron, (iii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, including, among
others, the requirement that the definitive agreement related to the Agreement and the transactions contemplated thereby be approved by
the stockholders of Apeiron and by the stockholders of GIO, respectively, (iv) the failure to obtain regulatory approvals, as applicable,
required to consummate the Proposed Transaction, (v) the occurrence of any event, change or other circumstance that could give rise
to the termination of the Agreement, (vi) the effect of the announcement or pendency of the Proposed Transaction on GIO's business
relationships, operating results, and business generally, (vii) risks that the Proposed Transaction disrupts current plans and operations
of GIO, (viii) the outcome of any legal proceedings that may be instituted against GIO or against Apeiron related to the Agreement
or the Proposed Transaction, (ix) the ability of Apeiron’s securities to once again become listed on a national securities
exchange, (x) changes in the competitive market in which GIO operates, variations in performance across competitors, changes in laws
and regulations affecting GIO's business and changes in the combined capital structure, (xi) the ability to implement business plans,
growth, marketplace and other expectations after the completion of the Proposed Transaction, and identify and realize additional opportunities,
(xiii) the potential inability of GIO to achieve its business and customer growth, and (xiv) the ability of GIO to enforce its
current or future intellectual property, along with potential claims of infringement by GIO of the intellectual property rights of others.
The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties
described and to be described in the “Risk Factors” section of Apeiron’s initial public offering prospectus filed with
the SEC on November 10, 2021, Apeiron’s Annual Report on Form 10-K filed for the year ended December 31, 2021, as
filed with the SEC on March 22, 2022 and subsequent periodic reports filed by Apeiron with the SEC, the Registration Statement to
be filed by Apeiron in connection with the Proposed Transaction and other documents filed or to be filed by Apeiron from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are
made. Recipients are cautioned not to put undue reliance on forward-looking statements, and neither GIO nor Apeiron assume any obligation
to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by law. Neither GIO nor Apeiron gives any assurance that either GIO or Apeiron, or the combined company, will achieve
its expectations.
Participants in the
Solicitation
Apeiron,
GIO and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Apeiron’s
stockholders in connection with the Proposed Transaction. Apeiron’s stockholders and other interested persons may obtain more detailed
information regarding the names, affiliations, and interests of certain of Apeiron executive officers and directors in the solicitation
by reading Apeiron’s final prospectus filed with the SEC on November 10, 2021 in connection with Apeiron’s initial public
offering (“IPO”), Apeiron’s Annual Report on Form 10-K for
the year ended December 31, 2021, as filed with the SEC on March 22, 2022 and Apeiron’s other filings with the SEC. A
list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction, which
may, in some cases, be different from those of stockholders generally, will be set forth in the Registration Statement relating to the
Proposed Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above.
No Offer or Solicitation
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Proposed Transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities
Act”) or an exemption therefrom.
Information Sources; No Representations
The
communication furnished herewith has been prepared for use by Apeiron and GIO in connection with the transaction. The information therein
does not purport to be all-inclusive. The information therein is derived from various internal and external sources, with all information
relating to the business, past performance, results of operations and financial condition of Apeiron derived entirely from Apeiron and
all information relating to the business, past performance, results of operations and financial condition of GIO derived entirely from
GIO No representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy
or completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained
therein is not an indication as to future performance.
No
representations or warranties, express or implied, are given in respect of the communication. To the fullest extent permitted by law in
no circumstances will Apeiron or GIO, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors,
officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising
from the use of the this communication (including without limitation any projections or models), any omissions, reliance on information
contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating
in any way to the operations of GIO has been derived, directly or indirectly, exclusively from GIO and has not been independently verified
by Apeiron. Neither the independent auditors of Apeiron nor the independent auditors of or GIO audited, reviewed, compiled or performed
any procedures with respect to any projections or models for the purpose of their inclusion in the communication and, accordingly, neither
of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the communication.
