Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is the investor presentation, dated October
2022, for use by Artemis Strategic Investment Corporation, a Delaware
corporation ("Artemis"), 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 MWH Building, Office N.1, Oratory Street,
Naxxar, NXR 2504, Malta ("Novibet"), and Novibet PLC, a United Kingdom public
limited company ("PubCo"), in meetings with Artemis stockholders as well as
other persons with respect to the previously announced proposed business
combination between Artemis and Novibet (the "Business Combination").
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 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 of the information in this Item 7.01,
including Exhibit 99.1.
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 to 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. 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 is set forth in the Registration Statement. 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.
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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 No. Description
99.1 Investor Presentation, dated October 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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