Item 8.01. Other Events.
As previously announced, Apeiron Capital Investment Corp. (the "Company") has
called and provided a notice of a special meeting of stockholders (the "Special
Meeting") to be held on December 21, 2022, at 12:30 p.m. Eastern time, as a
virtual meeting, to consider and vote upon the matters described in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on December 1, 2022 (as may be amended, the "Proxy Statement").
Defined terms used but not defined herein have the meanings set forth in the
Proxy Statement.
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's common
stock as of the close of business on November 28, 2022, the record date for the
Special Meeting, are entitled to vote at the Special Meeting.
In connection with the solicitation, the Company is providing its stockholders
and other interested parties with the following updates to the terms of the
Extension, including that:
· the monthly loan amount that Apeiron Capital Sponsor, LLC (the "Sponsor") will
contribute to the Trust Account will increase from $0.05 to $0.055 for each
Public Share that is not redeemed while retaining the $125,000 maximum monthly
amount to be contributed by the Sponsor;
· the Sponsor will indemnify the Company for any excise tax liabilities; and
· the Company intends to invest the funds remaining in the Trust Account after
giving effect to redemptions in U.S. government treasury bills or other
interest-bearing accounts.
Additional information regarding the foregoing updates to the terms of the
Extension is set forth below.
Change in Monthly Loan Amount
The Proxy Statement provides that the monthly loan amount that the Sponsor will
contribute to the Trust Account in connection with the Extension will be equal
to the lesser of (x) an aggregate of $125,000 or (y) $0.05 for each Public Share
that is not redeemed (the "Monthly Amount"). The Sponsor has agreed to increase
the Monthly Amount from $0.05 to $0.055 for each Public Share that is not
redeemed while retaining the $125,000 maximum Monthly Amount. Accordingly, the
amount contributed per share will depend on the number of Public Shares that
remain outstanding after redemptions in connection with the Extension and the
length of the Extension period that will be needed to complete an initial
business combination. If more than 2,272,727 Public Shares remain outstanding
after redemptions in connection with the Extension, then the amount paid per
share will be reduced proportionately. For example, if the Company completes an
initial business combination on August 14, 2023, which would represent six
calendar months, no Public Shares are redeemed and all of the Public Shares
remain outstanding in connection with the Extension, then the aggregate amount
contributed per share will be approximately $0.04 per share, with the aggregate
maximum contribution to the Trust Account being $750,000. However, if 14,977,273
Public Shares are redeemed and 2,272,727 Public Shares remain outstanding after
redemptions in connection with the Extension, then the amount contributed per
share for such six-month period will be approximately $0.33 per share.
Indemnification of Excise Tax Liabilities
Additionally, as previously disclosed in the Proxy Statement, on August 16,
2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal
law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax (the "Excise Tax") on certain repurchases (including redemptions) of stock
by publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed
on the repurchasing corporation itself, not its stockholders from which shares
are repurchased. The amount of the Excise Tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. The IR Act
applies only to repurchases that occur after December 31, 2022.
Any redemption that occurs as a result of the Extension would occur before
December 31, 2022, and therefore, currently, the Company would not be subject to
the Excise Tax as a result of any redemptions in connection with the Extension.
However, any redemption or other repurchase that occurs after December 31, 2022,
in connection with an initial business combination or otherwise, may be subject
to the Excise Tax. Whether and to what extent the Company would be subject to
the Excise Tax in connection with an initial business combination would depend
on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the initial business combination, (ii) the
structure of the initial business combination, (iii) the nature and amount of
any "PIPE" or other equity issuances in connection with the initial business
combination (or otherwise issued not in connection with the initial business
combination but issued within the same taxable year of the initial business
combination) and (iv) the content of regulations and other guidance from the
U.S. Department of the Treasury. In addition, because the Excise Tax would be
payable by the Company, and not by the redeeming holder, the mechanics of any
required payment of the Excise Tax have not been determined.
To mitigate the current uncertainty surrounding the implementation of the IR
Act, in the event that the Extension is implemented, the Sponsor intends to
indemnify the Company for any Excise Tax liabilities resulting from the
implementation of the IR Act with respect to any future redemptions that occur
after December 31, 2022. For the avoidance of doubt, the proceeds deposited in
the Trust Account and the interest earned thereon shall not be used to pay for
any Excise Tax due under the IR Act in connection with any redemptions of the
Public Shares prior to or in connection with the Company's initial business
combination. However, the Company intends to continue to use the accrued
interest in the Trust Account to pay its franchise and income taxes.
Trust Account Investments
If the Extension Amendment Approval is implemented, the Company intends to
continue investing the funds remaining in the Trust Account after giving effect
to redemptions made in connection with the approval of the Extension Amendment
Proposal, in U.S. government treasury bills with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act of 1940 which invest only in direct U.S. government
treasury obligations, until such time that the Company may be subject to the
risk of being deemed to be an unregistered investment company, as discussed in
greater detail in the Proxy Statement. If the Company determines, in its
discretion, to liquidate the foregoing securities held in the Trust Account to
avoid the risk of being deemed to be an unregistered investment company, the
Company intends to hold all funds in the Trust Account as cash items, which may
include interest-bearing accounts to the extent permitted by the trustee of the
Trust Account and the applicable rules of the Securities and Exchange Commission
(the "SEC").
Forward-Looking Statements
This Current Report on Form 8-K ("Report") includes forward-looking statements
that involve risks and uncertainties. Forward-looking statements are statements
that are not historical facts. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ from the
forward-looking statements. These forward-looking statements and factors that
may cause such differences include, without limitation, uncertainties relating
to the Company's stockholder approval of the Extension Amendment Proposal and
the other proposals described in the Proxy Statement, its inability to complete
an initial business combination within the required time period or, and other
risks and uncertainties indicated from time to time in filings with the SEC,
including the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and subsequent Quarterly Reports for the quarters ended
March 31, 2022, June 30, 2022 and September 30, 2022 and other documents the
Company has filed, or will file, with the SEC. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of
the date made. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Amendment Proposal and the other proposals described
in the Proxy Statement. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the Company's
directors and officers in the Proxy Statement, which may be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Extension
Amendment Proposal. This communication shall also 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 any such 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, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Extension Amendment Proposal. Stockholders may obtain copies of
the Proxy Statement, without charge, at the SEC's website at www.sec.gov or by
directing a request to: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA
98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-856, Main Telephone:
(206) 870-8565 or E-mail: ksmith@advantageproxy.com.
© Edgar Online, source Glimpses