ARTEMIS STRATEGIC INVESTMENT CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Novibet is a vertically-integrated online gambling operator offering a full
suite of online gaming and sports betting products across desktop and mobile
channels. The parties have ascribed Novibet a pre-Business Combination
enterprise value of
Assuming no redemption from Artemis's trust account, it is anticipated that,
immediately following the Business Combination, (1) Artemis's public
stockholders will own approximately 25% of the outstanding ordinary shares of
The Closing is expected to occur in the second half of 2022, following the fulfillment of the closing conditions set forth in the Merger Agreement.
Share Exchange
Pursuant to the Merger Agreement, subject to the satisfaction or waiver of
certain closing conditions set forth therein, immediately prior to the Effective
Time (as defined below), Komisium will sell and transfer all issued ordinary
shares and other equity interests of Novibet to
Earnout
In addition to the Closing Share Consideration and Closing Cash Consideration, following the Closing, Komisium may receive up to 9,803,921 additional PubCo Ordinary Shares as earnout consideration (the "Earnout Consideration"). The Earnout Consideration will be payable as follows:
• If during the one year period following the Closing (the "First Earnout
Period"), the volume-weighted average price ("VWAP") per PubCo Ordinary
Share is greater than or equal to $12.00 (as adjusted for share splits,
bonus share issuances, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30 trading day period during the First
Earnout Period, PubCo will issue an additional 1,470,588 PubCo Ordinary
Shares to Komisium (the "First Earnout Shares");
• If during the 18 month period following the Closing (the "Second Earnout
Period"), the VWAP per PubCo Ordinary Share is greater than or equal to
$15.00 (as adjusted for share splits, bonus share issuances,
reorganizations, recapitalizations and the like) for any 20 trading days
within any 30 trading day period during the Second Earnout Period, PubCo
will issue an additional 1,470,588 PubCo Ordinary Shares to Komisium (the
"Second Earnout Shares"); and
• If PubCo's annualized aggregate net gaming revenue for the first year
following the Closing is greater than $171,000,000 as determined in
accordance with the terms of the Merger Agreement (the "Earnings
Threshold"), PubCo will issue an additional 1,470,588 PubCo Ordinary
Shares for each $1,000,000 such figure exceeds the Earnings Threshold, up
to a maximum of 6,862,745 PubCo Ordinary Shares (the "Third Earnout
Shares"); provided, however, that, if at the end of the business day on
the date that the Third Earnout Shares would otherwise be required to be
issued the closing price per PubCo Ordinary Share is less than $10.20 ,
PubCo will not be required to issue such Third Earnout Shares unless and
until the VWAP per PubCo Ordinary Share is greater than or equal to $10.20
for any 20 trading days within any 30 trading day period during the
following six month period.
If there is a Change of Control (as defined in the Merger Agreement) of
Merger of Artemis
Subject to the satisfaction or waiver of certain closing conditions set forth in
the Merger Agreement as described in more detail below, including the approval
of the Merger Agreement and the transactions contemplated thereby by Artemis's
stockholders, Merger Sub will merge with and into Artemis, with Artemis
surviving and continuing as a direct, wholly-owned subsidiary of
At the effective time of the Merger (the "Effective Time"), (a) each issued and
outstanding share of Class B common stock of Artemis, par value
Representations and Warranties
The parties to the Merger Agreement have made customary representations and warranties for transactions of this type. The representations and warranties made under the Merger Agreement will not survive the Closing.
Covenants
The parties to the Merger Agreement agreed to be bound by certain customary
covenants for transactions of this type, including, among others, covenants with
respect to the conduct of Artemis and Novibet during the period between the
execution of the Merger Agreement and the Closing and covenants with respect to
the preparation and filing of the registration statement on Form F-4
("Registration Statement"), which will include the proxy statement of Artemis
and the prospectus of
In addition, Komisium agreed not to transfer any of the ordinary shares of Novibet that it held on the date of the Merger Agreement. However, Komisium is permitted to transfer up to 10% of such ordinary shares as long as the transferee(s) enter into joinder agreements to the Merger Agreement prior to Closing.
The covenants made under the Merger Agreement will not survive the Closing,
unless by their terms they are to be performed in whole or in part after the
Closing. The Merger Agreement provides that, immediately following the Closing,
individuals selected by the Sponsor or Novibet will be elected and appointed as
members of the
Conditions to Closing
The Closing is subject to certain customary conditions, including, among other things: (i) approval by Artemis' stockholders of the Merger Agreement and the transactions contemplated thereby; (ii) the approval of the listing of the PubCo Ordinary Shares to be issued to Artemis stockholders in connection with the . . .
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.2 hereto and incorporated by reference herein is the
investor presentation dated
On
The information in this Item 7.01, including Exhibits 99.1, 99.2, and 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Artemis under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1, 99.2, and 99.3.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, Artemis, Novibet, and
Participants in the Solicitation
Under
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
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
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
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
Agreement and Plan of Reorganization, dated as of March 30 ,
2.1† 2022, by and among Artemis Strategic Investment Corporation ,
Komisium Limited , Logflex MT Holding Limited , Novibet PLC , and
Novibet Merger Sub Inc.
4.1 Form of Warrant Agreement, by and among Novibet PLC , Artemis
Strategic Investment Corporation , and Continental Stock Transfer
and Trust Company .
10.1 Form of Investors Agreement, by and among Novibet PLC , Artemis
Sponsor, LLC , and Komisium Limited .
Sponsor Support Agreement, dated as of March 30, 2022 , by and
10.2† among Artemis Strategic Investment Corporation , Logflex MT Holding
Limited, and Artemis Sponsor, LLC .
Form of Registration Rights Agreement, by and among Novibet PLC ,
10.3 Artemis Sponsor, LLC , Komisium Limited , and the other parties
listed on the signature pages thereto.
99.1 Press Release dated March 30, 2022 .
99.2 Investor Presentation dated March 2022 .
99.3 Transcript of Webcast dated March 30, 2022 .
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to
furnish a copy of all omitted exhibits and schedules to the
request.
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