Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 30, 2022, Artemis Strategic Investment
Corporation, a Delaware corporation ("Artemis"), entered into an agreement and
plan of reorganization, as amended on September 2, 2022 (the "Merger
Agreement"), with Komisium Limited, a private company limited by shares
incorporated under the laws of Cyprus and the sole equityholder of Novibet
("Komisium"), Logflex MT Holding Limited, a limited liability company organized
under the laws of Malta with company registration number C 77769 and having its
registered office at 170, Pater House, Level 1 (Suite A191), Psaila Street,
Birkirkara, BKR 9077, Malta and a direct, wholly-owned subsidiary of Komisium
("Novibet"), Novibet PLC, a United Kingdom public limited company, and a direct,
wholly-owned subsidiary of Komisium ("PubCo"), and Novibet Merger Sub Inc., a
Delaware corporation and a direct, wholly-owned subsidiary of PubCo ("Merger
Sub"). The Merger Agreement and the transactions contemplated thereby relate to
a proposed business combination among Artemis, Novibet, and PubCo (the "Business
Combination").
On December 14, 2022, the parties to the Merger Agreement and Novibet PLC, a
Jersey public limited company, entered into Amendment No. 2 to the Merger
Agreement (the "Amendment No. 2 to the Merger Agreement"). Amendment No. 2 to
the Merger Agreement amends the Merger Agreement to, among other things:
· change PubCo's jurisdiction of incorporation from England and Wales to Jersey;
and
· permit Komisium to transfer up to 10% of its Novibet equity prior to the
closing of the Business Combination as long as the transferee signs a joinder
to the Merger Agreement, as amended, provided that all permitted transfers
prior to and after the closing of the Business by Komisium will not exceed 30%
of the total number of ordinary shares of PubCo issued as closing share
consideration and additional share consideration (if any) pursuant to the terms
of the Merger Agreement.
The foregoing description of Amendment No. 2 to the Merger Agreement does not
purport to be complete and is qualified in its entirety by the terms of
Amendment No. 2 to the Merger Agreement, a copy of which is attached as
Exhibit 2.1 hereto and is incorporated by reference herein.
Important Information About the Proposed Business Combination and Where to Find
It
In connection with the proposed Business Combination, Artemis, Novibet, and
PubCo prepared, and PubCo filed with the SEC a registration statement on Form
F-4 (the "Registration Statement"), which contains the proxy statement of
Artemis and the prospectus of PubCo (as amended or supplemented from time to
time, the "Proxy Statement/Prospectus"), and will prepare and file one or more
amendments to the Registration Statement, and, after the Registration Statement
is declared effective, Artemis will mail the definitive Proxy
Statement/Prospectus included therein to the holders of Artemis's common stock
in connection with Artemis's solicitation of proxies for the vote by Artemis
stockholders with respect to the Business Combination and other matters
described in the Registration Statement. Artemis urges its stockholders and
other interested persons to read the Registration Statement and, when available,
the amendments thereto, and the documents incorporated by reference therein, as
well as other documents filed by Artemis and PubCo with the SEC in connection
with the Business Combination, as these materials will contain important
information about Artemis, Novibet, and the Business Combination. Stockholders
of Artemis will also be able to obtain copies of such documents, when available,
free of charge through the website maintained by the SEC at www.sec.gov or by
directing a written request to Artemis Strategic Investment Corporation, 3310
East Corona Avenue, Phoenix, AZ 85040.
Participants in the Solicitation
Under SEC rules, Artemis, Novibet, PubCo, and its and their respective officers
and directors may be deemed to be participants in the solicitation of Artemis's
stockholders in connection with the Business Combination. Stockholders of
Artemis may obtain more detailed information regarding the names, affiliations,
and interests of Artemis's directors and officers in Artemis's final prospectus
for its initial public offering, filed with the SEC on October 1, 2021 (the "IPO
Prospectus"), and the Registration Statement, when available. The interests of
Artemis's directors, officers, and others in the Business Combination may, in
some cases, be different than those of Artemis's stockholders generally.
Information about such interests will be set forth in the Registration Statement
when it becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit 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 exhibit hereto and relate to matters such as the
future results of operations and financial position of PubCo and its
subsidiaries; planned products and services; Novibet's business strategy,
including Novibet's planned launch in the United States and North America;
objectives of Novibet's management for future operations; market size and
potential growth opportunities; competitive position; expectations and timings
related to commercial launches; potential benefits of the proposed Business
Combination; and technological and market trends and other future conditions.
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 PubCo's,
Artemis's and Novibet's control. PubCo's, Artemis's and Novibet's actual results
may differ materially from their expectations, estimates and projections due to
a variety of factors and consequently, you should not place undue reliance on
these forward-looking statements as predictions of future events. Although it is
impossible to identify all factors that may cause such differences, they
include, but are not limited to: (1) the level of redemptions by Artemis's
shareholders in connection with the Business Combination and the outcome of any
legal proceedings that may be instituted against Artemis or Novibet following
the announcement of the Business Combination; (2) the inability to complete the
Business Combination; (3) delays in obtaining, adverse conditions contained in,
or the inability to obtain any necessary regulatory approvals or complete
regulatory reviews required to complete the Business Combination; (4) the risk
that the Business Combination disrupts current plans and operations of Novibet
as a result of the announcement and consummation of the Business Combination;
(5) the inability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its key employees;
(6) costs related to the Business Combination; (7) changes in laws or
regulations applicable to Novibet's business and Novibet's ability to comply
with such laws and regulations; (8) the possibility that PubCo may be adversely
affected by other economic, business, and/or competitive factors; (9) the impact
of the global COVID-19 pandemic on Novibet's business; (10) the risk factors
which will be set forth under the heading "Risk Factors" in the Registration
Statement; and (11) the risks and uncertainties described in the "Risk Factors"
section of Artemis's IPO Prospectus and Artemis's and PubCo's subsequent filings
with the SEC.
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 PubCo, Artemis and Novibet expressly
disclaim any intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this Current Report on
Form 8-K or to reflect any changes in their expectations or any change in
events, conditions or circumstances on which any statement is based.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibit 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
2.1 Amendment No. 2 to the Agreement and Plan of Reorganization, dated as
of December 14, 2022, by and among Artemis Strategic Investment
Corporation, Komisium Limited, Logflex MT Holding Limited, Novibet PLC
(UK), Novibet PLC (Jersey) and Novibet Merger Sub Inc.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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