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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):
October 26, 2023
ARTEMIS
STRATEGIC INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40855 |
|
86-1303512 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3310 East Corona Avenue
Phoenix, Arizona 85040
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (602) 346-0329
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:
¨ |
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Units, each consisting of one share of Class A common stock and one half of one redeemable warrant |
|
ARTEU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
ARTE |
|
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A common stock, each |
|
ARTEW |
|
The Nasdaq Stock Market LLC |
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 (the “Exchange Act”).
Item 1.02 Termination of A Material Definitive
Agreement
On October 26, 2023,
Artemis Strategic Investment Corporation (the “Company”) and Danam Health, Inc. mutually agreed to terminate the
Agreement and Plan of Merger between the parties, dated as of August 7, 2023 (as amended on September 7, 2023 (the “Merger
Agreement”), pursuant to Sections 7.1 (a) and 7.2 thereof, effective as of October 26, 2023 (the “Termination”).
Upon the effectiveness of the Termination, the Merger Agreement will be of no further force and effect, with the exception of the specified
provisions in Section 7.2 of the Merger Agreement, which shall survive the termination of the Merger 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 November 4, 2023 (as extended from October 4, 2023 for a period of one month,
by the Company’s Board of Directors (the “Board”)) (the “completion window”), and pursuant
to the Company’s third amended and restated certificate of incorporation, as amended, the Board has determined to (i) cease
all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably possible redeem the shares
of Class A common stock that were included in the units issued in the Company’s initial public offering (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 the Company’s remaining stockholders and
its Board, 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 the Company’s
warrants, which will expire worthless if it fails to complete its initial business combination by the end of the completion window.
In order to
provide for the disbursement of funds from the Company’s trust account, on October 26, 2023, the Company instructed
Continental Stock Transfer & Trust Company (“Continental”), as its 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 less net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the
Company’s 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. Record holders
will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental, 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 Amount is expected to be paid out within ten business days
after October 26, 2023.
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.
On October 30, 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 incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARTEMIS STRATEGIC INVESTMENT CORP. |
|
|
|
By: |
/s/
Philip Kaplan |
|
|
Name: Philip Kaplan |
|
|
Title: Co-Chief Executive
Officer |
|
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
THIS MUTUAL TERMINATION AGREEMENT
(this “Agreement”), is made and entered into this 26th day of October, 2023 (“Effective
Date”), by and among by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Purchaser”)
and Danam Health, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Merger Agreement (defined below).
RECITALS:
WHEREAS, (i) the Purchaser,
(ii) ASIC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser, (iii) Artemis Sponsor, LLC,
a Delaware limited liability company, (iv) Suren Ajjarapu, an individual, and (v) the Company entered into that certain Agreement
and Plan of Merger, dated as of August 6, 2023, as amended by that certain First Amendment to Agreement and Plan of Merger dated
as of September 7, 2023 (as amended, the “Merger Agreement”);
WHEREAS, Section 7.1(a) of
the Merger Agreement provides that the Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned
at any time prior to the Closing upon mutual written consent of the Purchaser and the Company.
WHEREAS, the Purchaser and
the Company desire to mutually terminate the Merger Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Recitals.
The above recitals are true and correct and incorporated herein by reference.
2. Termination
of Stock Purchase Agreement. Effective as of the Effective Date, the Merger Agreement is hereby terminated in all respects in accordance
with Sections 7.1(a) and 7.2 of the Merger Agreement and is of no further force or effect by or against any Party thereto. Accordingly,
all rights and obligations of the Parties under the Merger Agreement shall cease (other than Sections 5.14, 5.15, 7.2, 7.3, 8.1 and Article IX
thereof, which will survive the termination of the Merger Agreement) without any Liability on the part of any Party or any of their respective
Representatives.
3. Miscellaneous.
a. This
Agreement may be executed and delivered (including by facsimile or other electronic transmission) in counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
b. Captions
and section headings appearing herein are included solely for convenience of reference only and are not intended to affect the interpretation
of any provision of this Agreement.
c. This
Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict
of laws principles thereof.
d. This
Agreement cannot be modified, or any of the terms hereof waived, except by a written instrument signed by the parties.
e. This
Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties
have executed this Mutual Termination Agreement as of the day and year first above written.
|
THE COMPANY: |
|
|
|
DANAM HEALTH, INC. |
|
|
|
By: |
/s/ Suren Ajjarapu |
|
|
Name: Suren Ajjarapu |
|
|
Title: CEO |
|
|
|
THE PURCHASER: |
|
|
|
ARTEMIS STRATEGIC INVESTMENT CORPORATION |
|
|
|
By: |
/s/ Philip Kaplan |
|
|
Name: Philip Kaplan |
|
|
Title: Chief Executive Officer |
[Signature Page to Mutual
Termination Agreement]
Exhibit 99.1
Artemis Strategic Investment Corporation Announces
Termination of Merger Agreement and Liquidation
Phoenix, AZ – October 30, 2023 - Artemis
Strategic Investment Corporation (the “Company”) announced today that the Company and Danam Health, Inc. have
mutually agreed to terminate the Agreement and Plan of Merger between the parties, dated as of August 7, 2023 (as amended on September 7,
2023, the “Merger Agreement”), pursuant to Sections 7.1(a) and 7.2 thereof, effective as of October 26, 2023 (the
“Termination”). Upon the effectiveness of the Termination, the Merger Agreement will be of no further force and effect,
with the exception of the specified provisions in Section 7.2 of the Merger Agreement, which shall survive the termination of the
Merger 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 third amended and restated certificate of incorporation, as amended, the
Company intends to liquidate and dissolve, effective as of the close of business on October 26, 2023, and will redeem all of the
outstanding shares of its Class A common stock that were included in the units issued to public stockholders in its initial
public offering (“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.
In order to provide for the disbursement of funds from the trust account, the Company has instructed Continental Stock Transfer &
Trust Company (“Continental”), 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 of the Public Shares will receive their pro rata portion of the proceeds of the trust account by delivering their
Public Shares to Continental, 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 October 26, 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.
The Company expects to file a Form 15 with
the Securities and Exchange Commission to suspend the registration of its securities under the Securities Exchange
Act of 1934, as amended.
About Artemis Strategic Investment Corporation
The Company is a special purpose acquisition
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 focused on partnering with companies in the gaming, sports and entertainment
sectors as well as the technology and services that are associated with these verticals. Its Class A common stock, units, and warrants
trade on Nasdaq under the symbols “ARTE”, “ARTEU”, and “ARTEW”, respectively. The Company’s
management team has substantial experience investing in and operating businesses in multiple sectors, as well as a significant long-term
track record in creatively structuring transactions to unlock and maximize value.
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 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 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
Philip
Kaplan
Co-Chief Executive Officer
info@artemisspac.com
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Artemis Strategic Invest... (NASDAQ:ARTEU)
過去 株価チャート
から 11 2024 まで 12 2024
Artemis Strategic Invest... (NASDAQ:ARTEU)
過去 株価チャート
から 12 2023 まで 12 2024