S-1/A 1 tm213756-7_s1a.htm S-1/A tm213756-7_s1a - block - 1.499997s
As filed with the Securities and Exchange Commission on March 26, 2021.
Registration No. 333-253092
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Artemis Strategic Investment Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
85-2533565
(I.R.S. Employer
Identification Number)
3310 East Corona Avenue
Phoenix, Arizona 85040
Telephone: (602) 346-0329
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Thomas J. Granite
Chief Financial Officer
3310 East Corona Avenue
Phoenix, Arizona 85040
Telephone: (602) 346-0329
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gary Kashar
Joel Rubinstein
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8200
Derek Dostal
Roshni Banker Cariello
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered
Amount Being
Registered
Proposed Maximum
Offering Price
per Security(1)
Proposed Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)
20,125,000 Units
$ 10.00 $ 201,250,000 $ 21,956.38
Shares of Class A common stock included as part
of the units(3)
20,125,000 Shares
(4)
Redeemable warrants included as part of the 
units(3)
10,062,500 Warrants
(4)
Shares of Class A common stock underlying warrants included as part of the units
10,062,500 Shares
$ 11.50 $ 115,718,750 $ 12,624.92(5)
Total $ 316,968,750 $ 34,581.30(6)
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 2,625,000 units, consisting of 2,625,000 shares of Class A common stock and 1,312,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)
No fee pursuant to Rule 457(g).
(5)
Calculated pursuant to Rule 457(g) under the Securities Act, based on the price of the warrants.
(6)
Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 
EXPLANATORY NOTE
Artemis Strategic Investment Corporation is filing this Amendment No. 3 to its registration statement on Form S-1 (File No. 333-253092) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
 

 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.   Exhibits and Financial Statement Schedules.
(a)
Exhibits.   The following exhibits are being filed herewith:
EXHIBIT INDEX
Exhibit No.
Description
1.1
3.1
3.2
3.3 Second Amended and Restated Certificate of Incorporation of Artemis Strategic Investment Corporation**
3.4 Form of Third Amended and Restated Certificate of Incorporation of Artemis Strategic Investment Corporation**
3.5
4.1
4.2
4.3
4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
5.1 Opinion of White & Case LLP*
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9 Form of Subscription Agreement for Class X Units of Artemis Sponsor, LLC by and among Artemis Sponsor, LLC and the anchor investors.**
10.10 Form of Subscription Agreement for Class Y Units of Artemis Sponsor, LLC by and among Artemis Sponsor, LLC and the anchor investors.**
14
23.1 Consent of WithumSmith+Brown, PC**
23.2 Consent of White & Case LLP (included on Exhibit 5.1)*
 
II-1

 
Exhibit No.
Description
24
99.1
99.2
99.3
99.4
99.5
99.6 Consent of Andro Nodarse-León**
99.7
*
Filed herewith.
**
Previously filed.
 
II-2

 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the day of March 26, 2021.
Artemis Strategic Investment Corporation
By:
/s/ Thomas Granite
Name: Thomas Granite
Title: Chief Financial Officer, Treasurer and Secretary