Item 7.01 Regulation FD Disclosure.
On June 20, 2023, Artemis Strategic Investment Corporation (the "Company")
issued a press release announcing that it had filed a supplement ("Proxy
Supplement") to its definitive proxy statement dated June 9, 2023 ("Proxy
Statement") for the solicitation of proxies in connection with a special meeting
of the Company's stockholders scheduled to be held on June 29, 2023, to consider
and vote on, among other proposals, a proposal to amend the Company's third
amended and restated certificate of incorporation to extend the date by which
the Company must consummate a business combination (the "Extension Amendment
Proposal").
The press release and Proxy Supplement disclose that, if the Extension Amendment
Proposal is approved and the extension is implemented, Artemis Sponsor, LLC or
its affiliates or designees will deposit into the trust account established in
connection with the Company's initial public offering, as a loan
("Contribution"), (i) on July 5, 2023, with respect to the extension to October
4, 2023, an amount equal to the lesser of (x) $180,000 or (y) $0.105 per public
share multiplied by the number of public shares outstanding, and (ii) one
business day following the public announcement by the Company disclosing that
the Company's board of directors has determined to further extend the date by
which the Company must consummate a business combination for an additional
month, for each additional month up to April 4, 2024, an amount equal to the
lesser of (x) $60,000 or (y) $0.035 per public share multiplied by the number of
public shares outstanding. The maximum aggregate amount of Contributions will be
$540,000, if all nine months of the Extension are exercised. The Contributions
will be evidenced by a non-interest bearing, unsecured convertible promissory
note and will be repayable by the Company upon consummation of a business
combination or the Company's earlier liquidation. The Contribution loan may be
converted into warrants of the post-business combination entity, which shall
have terms identical to the private placement warrants sold concurrently with
the Company's initial public offering, at a price of $1.00 per warrant at the
option of the holder of the promissory note. If the Company does not consummate
a business combination, any such promissory notes will be repaid only from funds
held outside of the trust account or will be forfeited, eliminated or otherwise
forgiven. Any Contribution is conditioned on the approval of the Extension
Amendment Proposal and the implementation of the extension.
The press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
The information in this Item 7.01, including Exhibit 99.1, 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 the Company under the Securities Act of 1933, as
amended ("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 Exhibit 99.1.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its Annual Report on Form 10-K
filed with the Securities and Exchange Commission ("SEC"). Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests are contained in the Proxy
Statement.
No Offer or Solicitation
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
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the 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.
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Additional Information
The Company has filed the Proxy Statement with the SEC and, beginning on or
about June 9, 2023, mailed the Proxy Statement and other relevant documents to
its stockholders of record as of May 31, 2023. The Company's stockholders and
other interested persons are advised to read the Proxy Statement, Proxy
Supplement and any other relevant documents that have been or will be filed with
the SEC in connection with the Company's solicitation of proxies because these
documents will contain important information about the Company, the Extension
and related matters. Stockholders may also obtain a free copy of the Proxy
Statement, Proxy Supplement, and other relevant documents that have been or will
be filed with the SEC, without charge, at the SEC's website located
at www.sec.gov or by directing a request to Alliance Advisors at 1-844-984-3717
(toll free) or by email at ARTE.info@allianceadvisors.com.
Forward-Looking Statements
This Current Report on Form 8-K may include "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements other than statements of historical fact included in this
Current Report on Form 8-K are forward-looking statements. When used in this
Current Report on Form 8-K, 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 the Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of the
Company's 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 SEC. All subsequent written
or oral forward-looking statements attributable to the Company or persons acting
on its 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 Annual Report on Form 10-K 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Title
99.1 Press Release, dated June 20, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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