APNC Apeiron Capital Investment Corp (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 11, 2023

 

Apeiron Capital Investment Corp.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41030		86-1963522
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

175 Federal Street, Suite 875

Boston, Massachusetts 02110

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (617) 279-0045

 

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: None

 

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 Securities Exchange Act of 1934 (“Exchange Act”). ¨

 

 

 

Item 1.02 Termination of A Material Definitive Agreement.

 

On August 11, 2023, Apeiron Capital Investment Corp. (the “Company”) notified GIO World Health, Ltd. (“GIO”) that the Company has elected to terminate the Business Combination Agreement between the parties, dated as of March 8, 2023 (as amended May 10, 2023, the “Business Combination Agreement”), pursuant to Section 8.1(b) thereof, effective as of August 14, 2023 (the “Termination”). Upon the effectiveness of the Termination, the Business Combination Agreement will be of no further force and effect, with the exception of the specified provisions in Section 8.2 of the Business Combination Agreement, which shall survive the termination of the Business Combination Agreement and remain in full force and effect in accordance with their respective terms.

 

Item 8.01 Other Events.

 

The Company will not be able to consummate an initial business combination by August 14, 2023, and pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Company’s Board of Directors (the “Board”) has determined to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by the end of the Combination Period.

 

The Company intends to file a Form 15 with the Securities and Exchange Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

‌In order to provide for the disbursement of funds from the Company’s trust account, the Company will instruct Continental Stock Transfer & Trust Company, as trustee, to take all necessary actions to liquidate the securities held in the trust account. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a non-interest bearing account while awaiting disbursement to the holders of the Class A common stock (the “Redemption Amount”). All other costs and expenses associated with implementing the Company’s plan of dissolution will be funded from proceeds held outside of the trust account. The Company anticipates that the Redemption Amount will be paid to holders of the shares of the of the Class A common stock outstanding at the close of business on August 14, 2023, without any required action on their part, at which point such shares shall be deemed canceled and will represent only the right to receive the Redemption Amount. Following such redemption, the shares of the Class A common stock will no longer be outstanding and the Company’s warrants will expire in accordance with their terms upon the liquidation of the Company. The redemption of the Class A common stock is expected to be completed within ten business days after August 14, 2023.

 

On August, 11, 2023, the Company issued a press release announcing the Termination and the liquidation. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated August 11, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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.

 

	Apeiron Capital Investment Corp.
	By:	/s/ Joel Shulman
		Name:	Joel Shulman
		Title:	Chief Executive Officer

 

Dated: August 11, 2023

 

 

 

Exhibit 99.1

 

Apeiron Capital Investment Corp. Announces Termination of Business Combination Agreement and Liquidation

 

BOSTON, MA – August 11, 2023 - Apeiron Capital Investment Corp. (the “Company”) announced today that it has notified GIO World Health, Ltd. that the Company has elected to terminate the Business Combination Agreement between the parties, dated as of March 8, 2023 (as amended May 10, 2023, the “Business Combination Agreement”), pursuant to Section 8.1(b) thereof, effective as of August 14, 2023 (the “Termination”). Upon the effectiveness of the Termination, the Business Combination Agreement will be of no further force and effect, with the exception of the specified provisions in Section 8.2 of the Business Combination Agreement, which shall survive the termination of the Business Combination Agreement and remain in full force and effect in accordance with their respective terms.

 

Due to its inability to complete an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended, the Company intends to liquidate and dissolve, effective as of the close of business on August 14, 2023, and will redeem all of the outstanding shares of common stock (“Public Shares”) that were included in the units issued to public stockholders in its initial public offering (the “Public Shares”), at a per-share redemption price equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding public shares.

 

As of the close of business on August 14, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

 

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after August 14, 2023.

 

The Company’s sponsor has agreed to waive its redemption rights with respect to its founder shares issued in a private placement in connection with the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

About Apeiron Capital Investment Corp.

 

The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is led by its Chief Executive Officer, Dr. Joel Shulman.

 

Forward-Looking Statements

 

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact:

 

Dr. Joel Shulman

Chief Executive Officer

shulman@ershares.com

(617) 279-0045

 

 

v3.23.2

Cover	Aug. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2023
Entity File Number	001-41030
Entity Registrant Name	Apeiron Capital Investment Corp.
Entity Central Index Key	0001849011
Entity Tax Identification Number	86-1963522
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	175 Federal Street
Entity Address, Address Line Two	Suite 875
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	279-0045
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---