As filed with the Securities and Exchange Commission on September 9, 2022

No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Novibet PLC

(Exact Name of Registrant as Specified in Its Charter)

United Kingdom	7990	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

c/o Logflex MT Holding Limited

170, Pater House, Level 1 (suite A191)

Psaila Street, Birkirkara BKR9077

Malta

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Incorporating Services, Ltd.

3500 South DuPont Highway

Dover, Delaware 19901

(800) 346-4646

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rajat Shah, Esq.
Xanthe Larsen, Esq.
Tyler O’Reilly, Esq.
Harris Beach PLLC
726 Exchange Street, Suite 1000
Buffalo, New York 14210
(716) 200-5050 Gary Kashar, Esq.
Elliott Smith, Esq.
James Hu, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-2505

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

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 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.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2022

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

OF

ARTEMIS STRATEGIC INVESTMENT CORPORATION

and

PROSPECTUS FOR UP TO 25,156,250 ORDINARY SHARES, 20,062,500 WARRANTS

AND

20,062,500 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS

OF

NOVIBET PLC

On March 28, 2022, the board of directors of Artemis Strategic Investment Corporation, a Delaware corporation (“Artemis”), unanimously approved the Agreement and Plan of Reorganization, dated as of March 30, 2022, and amended on September 2, 2022 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the holder of all of the issued ordinary shares of Novibet and all of the issued and outstanding PubCo Ordinary Shares (as defined herein) (“Komisium”), Logflex MT Holding Limited, a limited liability company registered 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”), Novibet Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”), and Artemis, which provides for, among other things, (i) the sale and transfer by Komisium of all issued ordinary shares and other equity interests of Novibet to PubCo in exchange for the consideration hereafter described (the “Share Exchange”) and (ii) the merger of Merger Sub with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo (the “Merger” and, together with the Share Exchange and the other transactions contemplated by the Business Combination Agreement to be effective upon consummation of the Merger, the “Business Combination”).

The parties have ascribed to Novibet a pre-Business Combination enterprise value of $500 million. It is anticipated that, immediately following the Business Combination, (1) Artemis public stockholders will own approximately 29% of outstanding ordinary shares of PubCo, par value $1.00 per share (“PubCo Ordinary Shares”), (2) Artemis Sponsor, LLC (“Sponsor”) and certain anchor investors in Artemis will collectively own approximately 7% of the outstanding PubCo Ordinary Shares, and (3) Komisium will own approximately 64% of outstanding PubCo Ordinary Shares. These percentages (w) assume that none of Artemis’s public stockholders exercise their redemption rights in connection with the Merger, (x) assume Komisium is issued $50 million of Closing Cash Consideration (as defined below), (y) do not include PubCo Ordinary Shares issuable to Komisium upon the satisfaction of certain earnout conditions set forth in the Business Combination Agreement, and (z) assume none of the PubCo Warrants (as defined below) are exercised for cash at the closing of the Business Combination (the “Closing”). If the actual facts are different from these assumptions, the percentage ownership and voting power in PubCo will be different.

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time, Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for receiving at Closing (a) an amount of cash, which will not exceed $50 million, equal to the excess of the Gross Closing Proceeds (as defined below) over $100 million (the “Closing Cash Consideration”), (b) a number of PubCo Ordinary Shares (the “Closing Share Consideration”) equal to (i) (x) $500 million minus the Initial Share Premium (as defined below) minus the Closing Cash Consideration actually paid to Komisium, the difference divided by (y) $10.20, minus (ii) the Additional Closing Share Consideration (if any), and (c) in the event that redemptions by Artemis’s public stockholders equal or exceed 85% of the outstanding Artemis Class A Common Stock (as defined below), an additional 12,254,902 PubCo Ordinary Shares (the “Additional Closing Share Consideration”). If redemptions by Artemis’s public stockholders are less than 85%, the Additional Closing Share Consideration will be deferred and 12,254,902 PubCo Ordinary Shares (the “Deferred Share Consideration”) will be issued upon the satisfaction of certain earnout conditions. In addition to the Closing Cash Consideration, Closing Share Consideration, Additional Closing Share Consideration (if any), and Deferred Share Consideration (if any), Komisium (i) will retain the 65,000 PubCo Ordinary Shares to which the Initial Share Premium relates, and (ii) may receive up to an additional 10,000,000 PubCo Ordinary Shares in earnout consideration (the “Earnout Consideration”) upon the satisfaction of certain earnout conditions set forth in more detail in the accompanying proxy statement/prospectus.

Additionally, pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Class B common stock of Artemis, par value $0.0001 per share (“Artemis Class B Common Stock”) shall no longer be outstanding and will be automatically converted into one share of Class A common stock of Artemis, par value $0.0001 per share (“Artemis Class A Common Stock”) subject to the terms of Artemis’s Third Amended and Restated Certificate of Incorporation (“Existing Artemis Charter”) and the Sponsor Support Agreement (as defined below), and at the Effective Time, (a) each issued and outstanding share of Class A Common Stock (including the Class A Common Stock issued upon conversion of Class B Common Stock, but not including shares redeemed by Artemis’s public stockholders and certain other excluded Artemis shares) shall no longer be outstanding and will be automatically converted into the right of the holder thereof to receive one (1) PubCo Ordinary Share and (b) each outstanding whole warrant of Artemis will be assumed by PubCo and will be thereafter exercisable in accordance with the terms of the Assumed Warrant Agreement (as defined herein), for one (1) PubCo Ordinary Share for $11.50 per share, subject to adjustment, with the exercise period beginning thirty (30) days after the Closing (the “PubCo Warrants”).

The registration statement of which this proxy statement/prospectus is a part covers the PubCo Ordinary Shares and PubCo Warrants issuable to the security holders of Artemis as described above, as well as the PubCo Ordinary Shares issuable upon exercise of such PubCo Warrants. Accordingly, we are registering up to an aggregate of 25,156,250 PubCo Ordinary Shares, 20,062,500 PubCo Warrants and 20,062,500 PubCo Ordinary Shares issuable upon the exercise of the PubCo Warrants.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at a special meeting of Artemis stockholders (the “Special Meeting”) scheduled to be held virtually at         a.m., Eastern time, on         , 2022. After careful consideration, Artemis has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team in light of ongoing developments related to COVID-19.

Although PubCo is not currently a public reporting company in any jurisdiction, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, PubCo will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). PubCo intends to apply to list the PubCo Ordinary Shares (including the PubCo Ordinary Shares issuable upon exercise of the PubCo Warrants) and the PubCo Warrants on The Nasdaq Stock Market LLC (“Nasdaq”) under the proposed symbols “NOVI” and “NOVIW,” respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the PubCo Ordinary Shares and the PubCo Warrants are approved for listing on Nasdaq, subject only to official notice of issuance thereof. While trading of the PubCo Ordinary Shares and the PubCo Warrants on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that PubCo’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 49 of this proxy statement/prospectus for more information.

PubCo will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

PubCo will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly

as U.S. companies whose securities are registered under the Exchange Act. Additionally, Nasdaq rules allow foreign private issuers to follow home country practices in lieu of certain of Nasdaq’s corporate governance rules.

Further, PubCo will be a “controlled company” under Nasdaq listing standards. As a result of Komisium’s voting control, Komisium will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election and removal of directors (subject to the contractual designation rights set forth in the Investors Agreement). As a result of being able to appoint and remove a majority of the directors, Komisium will effectively control mergers and acquisitions, payment of dividends, and other matters of corporate or management policy. The Investors Agreement will provide Komisium with the right to nominate and appoint up to three of the five members of the PubCo Board, with reductions in this right as Komisium’s beneficial ownership decreases, and will provide the Sponsor with the right to nominate and appoint two members of the PubCo Board, as described in more detail in the section of this proxy statement/prospectus titled “Related Agreements — Investors Agreement.” Non-redeeming Artemis shareholders will likely have a limited influence over PubCo following the Business Combination and PubCo shareholders will not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

This proxy statement/prospectus provides Artemis stockholders with detailed information about the Business Combination and other matters to be considered at the Special Meeting of Artemis. We encourage you to read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 49 of this proxy statement/prospectus.

The board of directors of Artemis has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that the Artemis stockholders vote FOR all of the proposals presented to the stockholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of Artemis’s directors and officers have interests in the Business Combination. Such interests include the following: (i) the Sponsor, and the officers and directors of Artemis who have invested in the Sponsor entity, will lose their entire investment in Artemis if Artemis does not complete an initial business combination and will significantly benefit from the completion of a business combination and therefore may be incentivized to complete a business combination with a less favorable target company or on terms that would be less favorable to Artemis’s public stockholders; (ii) that Thomas Granite, current Chief Financial Officer of Artemis, will serve as Chief Financial Officer of PubCo, and would receive any salary, bonus, cash fees, stock options or stock awards that the PubCo Board determines to pay to its Chief Financial Officer, though the specific terms of Mr. Granite’s employment with PubCo have not been discussed; (iii) that Holly Gagnon, co-Chief Executive Officer and a director of Artemis, and Philip Kaplan, co-Chief Executive Officer of Artemis, will serve as directors of PubCo after the Closing and would receive any cash fees, stock options or stock awards that the PubCo Board determines to pay to its directors; and (iv) following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Artemis and remain outstanding and the Sponsor, officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses incurred, whereas if Artemis does not complete an initial business combination such persons will not have a claim against the Trust Account for repayment of working capital loans or expenses. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Artemis’s Directors and Officers in the Business Combination.”

If you have any questions or need assistance voting your common stock, please contact Alliance Advisors, LLC, Artemis’s proxy solicitor, by calling toll free 1-844-984-3717 (or banks and brokers can call [●]), or by emailing ARTE.info@allianceadvisors.com. The proxy statement/prospectus relating to the Business Combination will be available at [virtual meeting link].

None of the U.S. Securities and Exchange Commission, any state securities commission or the securities commission of any state or other jurisdiction has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated        , 2022, and is first being mailed to Artemis stockholders on or about           , 2022.

Artemis Strategic Investment Corporation

3310 East Corona Avenue

Phoenix, Arizona 85040

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                , 2022

TO THE STOCKHOLDERS OF ARTEMIS STRATEGIC INVESTMENT CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Artemis Strategic Investment Corporation, a Delaware corporation (“Artemis,” “we,” “us” or “our”), will be held at           a.m., Eastern time, on           , 2022, in virtual format. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a) Proposal No. 1 — The Business Combination Proposal —  To consider and vote upon a proposal to approve the Agreement and Plan of Reorganization, dated as of March 30, 2022, as amended on September 2, 2022 (as may be further amended or restated from time to time, the “Business Combination Agreement”), by and among Artemis, Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the holder of all of the issued ordinary shares of Novibet (“Komisium”), Logflex MT Holding Limited, a limited liability company organized under the laws of Malta (“Novibet”), Novibet PLC, a United Kingdom public limited company (“PubCo”), and Novibet Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, (i) Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in exchange for the consideration set forth in the Business Combination Agreement (the “Share Exchange”) and (ii) Merger Sub will merge with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo (the “Merger” and, together with the Share Exchange and the other transactions contemplated by the Business Combination Agreement to be effective upon consummation of the Merger, the “Business Combination”). We refer to this proposal as the “Business Combination Proposal”. A copy of the Business Combination Agreement and the amendment thereto are attached to the accompanying proxy statement/prospectus as Annex A-1 and Annex A-2, respectively; and

(b) Proposal No. 2 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if determined necessary by Artemis to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Business Combination Proposal or to provide additional time for Artemis to continue to attempt to satisfy the conditions to consummation of the Business Combination. We refer to this proposal as the “Adjournment Proposal”.

These items of business are more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Artemis Class A Common Stock or Artemis Class B Common Stock at the close of business on            , 2022, are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. Pursuant to the Existing Artemis Charter (as defined in the accompanying proxy statement/prospectus), the holders of Artemis Class A Common Stock and the holders of Artemis Class B Common Stock will vote together as a single class with respect to these items of business.

In connection with the Business Combination, certain related agreements have been or will be entered into prior to the closing of the Business Combination, including the Sponsor Support Agreement, the Investors Agreement, the Warrant Assignment, Assumption and Amendment Agreement and the Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Related Agreements” in the accompanying proxy statement/prospectus for more information.

After careful consideration, the Artemis Board has unanimously determined that the Business Combination Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of Artemis and its stockholders and recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal and, if presented, “FOR” the Adjournment Proposal.

When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of Artemis’s directors and officers have interests in the Business Combination. Such interests include the following: (i) the Sponsor, and the officers and directors of Artemis who have invested in the Sponsor entity, will lose their entire investment in Artemis if Artemis does not complete an initial business combination and will significantly benefit from the completion of a business combination and therefore may be incentivized to complete a business combination with a less favorable target company or on terms that would be less favorable to Artemis’s public stockholders; (ii) that Thomas Granite, current Chief Financial Officer of Artemis, will serve as Chief Financial Officer of PubCo, and would receive any salary, bonus, cash fees, stock options or stock awards that the PubCo Board determines to pay to its Chief Financial Officer, though the specific terms of Mr. Granite’s employment with PubCo have not been discussed; (iii) that Holly Gagnon, co-Chief Executive Officer and a director of Artemis, and Philip Kaplan, current co-Chief Executive Officer of Artemis, will serve as directors of PubCo after the Closing; and (iv) following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Artemis and remain outstanding and the Sponsor, officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses incurred, whereas if Artemis does not complete an initial business combination such persons will not have a claim against the Trust Account for repayment of working capital loans or expenses. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Artemis’s Directors and Officers in the Business Combination.”

The Business Combination is conditioned on the approval of the Business Combination Proposal at the Special Meeting. If the Business Combination Proposal is not approved by Artemis Stockholders in accordance with Artemis’s governing documents, the Business Combination will not be consummated.

In connection with our initial public offering, our Sponsor entered into a letter agreement to vote its shares of Artemis Class B Common Stock purchased prior to our initial public offering (the “Sponsor Shares”) as well as any shares of Artemis Class A Common Stock sold as part of the units in Artemis’s initial public offering (the “Public Shares”) purchased by the Sponsor during or after our initial public offering, in favor of Artemis’s initial business combination. Further, pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote all voting equity securities owned by it in favor of the Business Combination Agreement, Business Combination, and all other proposals being presented at the Special Meeting. As of the date hereof, the Sponsor owns approximately 13.6% of the total outstanding Artemis Common Stock (as defined herein). Accordingly, in addition to the shares held by the Sponsor, Artemis would need 9,165,310 Public Shares, or approximately 45.5% of the 20,125,000 shares sold in Artemis’s initial public offering to be voted in favor of the Business Combination Proposal in order for it to be approved. Moreover, certain anchor investors in Artemis own approximately 9.5 million Public Shares based on the latest available public filings. Although such investors are not required to hold their Artemis Units or Public Shares for any amount of time, or to vote or not redeem their Public Shares, if they retain all of their interests in the Public Shares and vote those Public Shares in favor of the Business Combination, Artemis will receive sufficient votes to approve the Business Combination, regardless of how any other Artemis Public Stockholder votes their shares.

Pursuant to the Existing Artemis Charter, a holder of Public Shares (an “Artemis Public Stockholder”) may request that Artemis redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. There will be no redemption rights upon the completion of our initial business combination, including the Business Combination, with respect to Artemis’s warrants or the Sponsor Shares. Assuming the Business Combination is consummated, Artemis Public Stockholders will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares or (b) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to [time], Eastern time, on [●], 2022 (two business days prior to the scheduled date of the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, Artemis’s transfer agent (the “transfer agent”), that Artemis redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of Artemis Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Artemis Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds Artemis Units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Artemis Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination

Proposal, do not vote at all, or are not holders on the record date. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If the Business Combination is consummated and an Artemis Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, we will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of [●], 2022, the record date, this would have amounted to approximately $10.20 per Public Share. Prior to exercising redemption rights, Artemis Public Stockholders should verify the market price of the Artemis Class A common stock as they may receive higher proceeds from the sale of their Artemis Class A common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Artemis cannot assure our stockholders that they will be able to sell their Artemis Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our stockholders wish to sell their shares. If an Artemis Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is [time], Eastern time, two business days prior to the scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Artemis instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “Special Meeting of Artemis Stockholders — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Artemis Public Stockholder or any other person with whom such Artemis Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO without Artemis’s prior consent. Accordingly, if an Artemis Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our initial public offering, then any such shares in excess of that 15% limit would not be redeemed for cash without Artemis’s prior consent.

All Artemis Stockholders are cordially invited to attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Artemis Class A Common Stock or Artemis Class B Common Stock, you may also cast your vote virtually at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you must obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the Business Combination Proposal or the Adjournment Proposal. Abstentions will be counted as present for purposes of establishing a quorum for the Special Meeting; Broker Non-Votes (as defined in the accompanying proxy statement/prospectus) will not.

A complete list of Artemis stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of Artemis for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination is conditioned on the approval of the Business Combination Proposal at the Special Meeting. Each of the proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

If you have any questions or need assistance voting your common stock, please contact Alliance Advisors, LLC, Artemis’s proxy solicitor, by calling toll free 1-844-984-3717 (or banks and brokers can call [●]), or by emailing ARTE.info@allianceadvisors.com. The proxy statement/prospectus relating to the Business Combination will be available at [virtual meeting link].

Thank you for your participation. We look forward to your continued support.

The accompanying proxy statement/prospectus is dated                         , 2022, and is first being mailed to Artemis stockholders on or about                                , 2022.

By Order of the Board of Directors

Holly Gagnon, Chairperson

Phoenix, Arizona

            , 2022

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES OF ARTEMIS COMMON STOCK WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. ARTEMIS PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR AT ALL OR TO BE A HOLDER OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST (1) IF THEY HOLD ARTEMIS CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE THEIR ARTEMIS UNITS INTO THE UNDERLYING SHARES OF CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING REDEMPTION RIGHTS, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ARTEMIS’S TRANSFER AGENT, THAT THEIR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ARTEMIS’S TRANSFER AGENT, NO LATER THAN [time], EASTERN TIME TWO (2) BUSINESS DAYS PRIOR TO THE SCHEDULED DATE OF THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF ARTEMIS STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on            , 2022: Artemis’s proxy statement/prospectus is available at https://                 .

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
PRESENTATION OF NOVIBET’S FINANCIAL INFORMATION	1
EXCHANGE RATE INFORMATION	2
NON-IFRS FINANCIAL MEASURES	2
INDUSTRY AND MARKET DATA	3
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	3
FREQUENTLY USED TERMS	3
FORWARD-LOOKING STATEMENTS	8
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS	10
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	25
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF ARTEMIS AND NOVIBET	46
PRICE RANGE OF SECURITIES AND DIVIDENDS	48
RISK FACTORS	49
SPECIAL MEETING OF ARTEMIS STOCKHOLDERS	111
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL	116
PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL	145
THE BUSINESS COMBINATION AGREEMENT	146
RELATED AGREEMENTS	164
CERTAIN MATERIAL TAX CONSIDERATIONS	166
NOVIBET’S BUSINESS	185
SUMMARY HISTORICAL FINANCIAL DATA OF NOVIBET	210
NOVIBET MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	212
SUMMARY HISTORICAL FINANCIAL DATA OF ARTEMIS	224
ARTEMIS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	225
OTHER INFORMATION RELATED TO ARTEMIS	229
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION	241
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION	249
EXECUTIVE COMPENSATION	255
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	256
DESCRIPTION OF PUBCO WARRANTS	260
DESCRIPTION OF PUBCO ORDINARY SHARES	266
PUBCO ORDINARY SHARES ELIGIBLE FOR FUTURE SALE	272
COMPARISON OF RIGHTS OF PUBCO SHAREHOLDERS AND ARTEMIS STOCKHOLDERS	274
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF PUBCO	295
APPRAISAL RIGHTS	298
PRIOR SALES	298
ANNUAL MEETING STOCKHOLDER PROPOSALS	298
OTHER STOCKHOLDER COMMUNICATIONS	298
LEGAL MATTERS	298
EXPERTS	298
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	298
ENFORCEABILITY OF CIVIL LIABILITY	299
WHERE YOU CAN FIND MORE INFORMATION	300
INDEX TO FINANCIAL STATEMENTS	F-1

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ANNEXES

ANNEX A-1 — BUSINESS COMBINATION AGREEMENT

ANNEX A-2 — AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT

ANNEX B — FORM OF RESTATED ARTICLES

ANNEX C — FORM OF INVESTORS AGREEMENT

ANNEX D — SPONSOR SUPPORT AGREEMENT

ANNEX E — FORM OF REGISTRATION RIGHTS AGREEMENT

ANNEX F — FORM OF ASSUMED WARRANT AGREEMENT

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the PubCo Ordinary Shares issuable to Artemis stockholders, the Artemis Warrants that will be assumed by PubCo and thereafter be exercisable for PubCo Ordinary Shares in accordance with the terms of the Assumed Warrant Agreement, and the PubCo Ordinary Shares underlying the PubCo Warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting of Artemis stockholders at which Artemis stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained in this proxy statement/prospectus, as may be amended and supplemented. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Artemis stockholders nor the issuance by PubCo of PubCo Ordinary Shares or PubCo Warrants in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Artemis has been provided by Artemis and information contained in this proxy statement/prospectus regarding PubCo, Novibet, Komisium, and Merger Sub has been provided by Novibet.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All references in this proxy statement/prospectus to “Artemis” refer to Artemis Strategic Investment Corporation, all references in this proxy statement/prospectus to “PubCo” refer to Novibet PLC, and all references in this proxy statement/prospectus to “Novibet” refer to Logflex MT Holding Limited, together with its subsidiaries.

PRESENTATION OF NOVIBET’S FINANCIAL INFORMATION

Novibet’s functional currency and its presentation currency is the euro. All of Novibet’s financial information included in this proxy statement/prospectus is presented in euros, except as otherwise indicated. Novibet’s financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. IFRS differs in certain material respects from U.S. generally accepted accounting principles (“U.S. GAAP”) and, as such, Novibet’s financial statements are not comparable to the financial statements of U.S. companies prepared in accordance with U.S. GAAP. This proxy statement/prospectus does not include any explanation of the principal differences or any reconciliation between IFRS and U.S. GAAP.

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EXCHANGE RATE INFORMATION

In this proxy statement/prospectus, unless otherwise indicated or the context otherwise requires:

● “$” and “USD” each refer to the U.S. dollar;

● “€” and “EUR” each refer to the euro; and

● “£,” “GBP” and “pounds” each refer to the British pound sterling.

Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The exchange rate used for conversion between U.S. dollars and euros is based on the historical exchange rate of the euro released by the Federal Reserve, the central bank of the United States.

The high, low, closing and average exchange rates for the euro in terms of the U.S. dollar for each of the indicated periods, as quoted by www.exchangerates.org.uk, were as follows:

	Year ended	Year ended	Year ended
	December 31, 2021	December 31, 2020	December 31, 2019
High	0.8926	0.9383	0.9177
Low	0.8104	0.813	0.8657
Yearly Average1	0.846	0.877	0.893

(1) https://www.irs.gov/individuals/international-taxpayers/yearly-average-currency-exchange-rates

On August 24, 2022, the daily average exchange rate for the euro in terms of the U.S. dollar, as quoted by www.exchangerates.org.uk was $1.00 = €1.0032.

NON-IFRS FINANCIAL MEASURES

In this proxy statement/prospectus, we use certain measures not recognized by the IFRS to evaluate the performance of Novibet, including, but not limited to, EBITDA, Adjusted EBITDA, and Gross Gaming Revenue. These terms do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. These non-IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding or assessing Novibet’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS.

Novibet believes these non-IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Novibet’s financial condition and results of operations. Novibet believes that these non-IFRS measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Novibet’s financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS measures. Please refer to footnotes regarding use of non-IFRS financial measures where presented in this proxy statement/prospectus. For a reconciliation of EBITDA, Adjusted EBITDA and Gross Gaming Revenue Reconciliation to their most comparable IFRS measures, see the section entitled “Summary Historical Financial Data of Novibet.”

This proxy statement/prospectus also includes certain projections of non-IFRS financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Novibet is unable to quantify certain amounts that would be required to be included in the most directly comparable IFRS financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable IFRS measures is included and no reconciliation of the forward-looking non-IFRS financial measures is included. The projections and prospective information included in this proxy statement/prospectus do not include any

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results attributable to the U.K. market, except for the first two months of 2022, which include historical results prior to the discontinuance of operations in the U.K. See “Summary of the Proxy Statement/Prospectus — Recent Developments — Discontinuance of United Kingdom Operations.”

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Novibet competes, as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Novibet’s own internal estimates, taking into account publicly available information about other industry participants and the judgment of Novibet’s management where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Novibet Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information About the Companies — Novibet’s Business” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Artemis, Komisium, PubCo, Merger Sub and Novibet own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ^®, ™ and SM symbols, but each of Artemis, Komisium, PubCo, Merger Sub and Novibet will assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “Company” or “Novibet” refer to Logflex MT Holding Limited, a limited liability company incorporated under the laws of Malta, together with its subsidiaries; the term “Komisium” refers to Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the holder of all of the issued and outstanding ordinary shares of Novibet; the term “Artemis” refers to Artemis Strategic Investment Corporation, a Delaware corporation; the term “PubCo” refers to Novibet PLC, a United Kingdom public limited company and a direct, wholly-owned subsidiary of Komisium; and the term “Merger Sub” refers to Novibet Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo.

In addition, in this document:

“50% Redemptions Scenario” means the hypothetical scenario in which one-half of all Artemis Public Stockholders holding 10,062,500 Public Shares exercise their redemption rights for approximately $10.20 per share, or an aggregate of $102,637,500 of funds in the Trust Account.

“Additional Closing Share Consideration” means 12,254,902 PubCo Ordinary Shares issuable to Komisium on the Closing Date if redemptions by Artemis’s public stockholders equal or exceed 85% of the outstanding Artemis Class A Common Stock.

“Adjournment Proposal” means the proposal to approve the adjournment of the Special Meeting to a later date or dates, if determined necessary by Artemis to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Business Combination Proposal or to provide additional time for Artemis to continue to attempt to satisfy the conditions to consummation of the Business Combination.

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“Anchor Investor Warrants” means Artemis Warrants sold to the Artemis Anchor Investors in a private placement simultaneously with the consummation of the IPO, at a price of $1.00 per Anchor Investor Warrant.

“Artemis Anchor Investors” means certain qualified institutional buyers or institutional accredited investors, within the meaning of applicable U.S. securities laws, that are not affiliated with Artemis, the Sponsor or Artemis’s management and that purchased an aggregate of 13,020,000 Artemis Units, 2,000,000 Anchor Investor Warrants and 1,618,434 shares of Artemis Class B Common Stock in, or in private placements simultaneously with the consummation of, the IPO.

“Artemis Board” means the board of directors of Artemis.

“Artemis Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Artemis.

“Artemis Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Artemis.

“Artemis Common Stock” means the Artemis Class A Common Stock and Artemis Class B Common Stock.

“Artemis Public Stockholders” means the holders of Public Shares.

“Artemis Stockholder” means a holder of Artemis Common Stock.

“Artemis Transaction Expenses” means the fees and expenses incurred by or on behalf of Artemis in connection with the preparation, negotiation and execution of the Business Combination Agreement and the other Transaction Agreements and the consummation of the Business Combination (i) the fees and disbursements of outside counsel to Artemis (including its direct and indirect equity holders), (ii) the fees and expenses of accountants to Artemis, (iii) the fees and expenses of the consultants and other advisors to Artemis, (iv) the fees and disbursements of bona fide third-party investment bankers and financial and capital markets advisors to Artemis, (v) the Deferred Discount (as defined in the Trust Agreement), (vii) Permitted SPAC Working Capital Loans (as defined in the Business Combination Agreement) and (viii) any premiums, fees, disbursements, costs or expenses incurred in connection with any tail insurance policy for the directors’ and officers’ liability insurance of Artemis.

“Artemis Units” means the equity securities of Artemis issued in the IPO, each consisting of one (1) share of Artemis Class A Common Stock and one-half of one (0.5) Public Warrant.

“Artemis Warrant” means a warrant to purchase one share of Artemis Class A Common Stock at the price of $11.50 per share, in accordance with the terms of the Warrant Agreement, and includes Public Warrants and Private Placement Warrants.

“Assumed Warrant Agreement” means the Warrant Agreement as modified and assumed by PubCo pursuant to the Warrant Assignment, Assumption and Amendment Agreement.

“Broker Non-Vote” means the failure of an Artemis Stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means that certain Agreement and Plan of Reorganization, dated as of March 30, 2022, as amended on September 2, 2022, by and among Komisium, Novibet, PubCo, Merger Sub and Artemis, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

“Business Combination Proposal” means the proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination.

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement, and “Closing Date” means the date on which the Closing is completed.

“Closing Cash Consideration” means an amount of cash, which will not exceed $50 million, equal to the excess of the Gross Closing Proceeds (as defined below) over $100 million.

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“Closing Share Consideration” means a number of PubCo Ordinary Shares equal to (i) the quotient of (x) $500 million less the Initial Share Premium less the Closing Cash Consideration actually paid to Komisium divided by (y) $10.20 less (ii) the Additional Closing Share Consideration (if any).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Transaction Expenses” means the fees and expenses incurred by or on behalf of Novibet (including its direct and indirect equity holders) and the other Group Companies in connection with the preparation, negotiation and execution of the Business Combination Agreement and the other Transaction Agreements and the consummation of the Business Combination including: (i) the fees and disbursements of outside counsel to Novibet (including its direct and indirect equity holders), (ii) the fees and expenses of accountants to Novibet, (iii) the fees and expenses of other advisers to Novibet, (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to Novibet, (v) any premiums, fees, disbursements or expenses incurred in connection with any tail, insurance policy for the directors’ and officers’ liability insurance of Novibet, in each case, incurred in connection with the Business Combination, and (vi) any change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments payable by any Group Company to any current or former employee, independent contractor, officer, or director of any Group Company as a result of or in connection with (either alone or in connection with any other event) the Business Combination, including the employer portion of employment, payroll or similar taxes arising or imposed with respect to such payments and any amounts payable to gross-up or make whole any person for income or excise taxes imposed with respect to such payments.

“Deferred Share Consideration” means, if redemptions by Artemis’s public stockholders are less than 85% of the outstanding Artemis Class A Common Stock, up to an additional 12,254,902 PubCo Ordinary Shares issuable to Komisium upon the satisfaction of certain earnout conditions set forth in more detail in this proxy statement/prospectus.

“DGCL” means the Delaware General Corporation Law.

“DTC” means The Depository Trust Company.

“Earnout Consideration” means a maximum of an additional 10,000,000 PubCo Ordinary Shares issuable to Komisium upon the satisfaction of certain earnout conditions set forth in more detail in this proxy statement/prospectus.

“Effective Time” means the effective time of the Business Combination pursuant to the Business Combination Agreement and the DGCL.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agent” means Continental Stock Transfer & Trust Company (or another entity selected by Artemis and reasonably satisfactory to Novibet to act as exchange agent in connection with the Business Combination).

“Existing Artemis Charter” means Artemis’s third amended and restated certificate of incorporation, dated October 1, 2021.

“Gross Closing Proceeds” means the funds contained in the Trust Account maintained by Artemis, together with the cash on Artemis’s balance sheet and the aggregate amount of gross proceeds from any subscription or investment agreement entered into by Novibet, PubCo or Artemis between the date of the Business Combination Agreement and Closing, after giving effect to the Redemptions, but before giving effect to the payment of Transaction Expenses.

“Group Companies” means Novibet and all of its direct and indirect subsidiaries (including Merger Sub).

“Initial Share Premium” means $598,000.

“Investors Agreement” means the Investors Agreement, to be entered into on the Closing Date, by and among the Sponsor, Komisium and PubCo.

“IPO” means the initial public offering of Artemis Units, consummated on October 4, 2021.

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“IRS” means the U.S. Internal Revenue Service.

“Maximum Redemptions Scenario” or “100% Redemptions Scenario” means the hypothetical scenario in which all Artemis Public Stockholders holding all 20,125,000 Public Shares exercise their redemption rights for approximately $10.20 per share, or an aggregate of $205,275,000 of funds in the Trust Account.

“Minimum Closing Cash Condition” is a closing condition set forth in the Business Combination Agreement that provides that Novibet will not be required to consummate the Business Combination if the Net Closing Proceeds do not equal or exceed $12,500,000. The Minimum Closing Cash Condition may be waived by Novibet in its sole discretion.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Net Closing Proceeds” means the funds contained in the Trust Account, together with the cash on Artemis’s balance sheet and the aggregate amount of gross proceeds from any subscription or investment agreement entered into by the PubCo or Artemis following the date hereof and prior to the Closing after giving effect to the Redemptions and the payment of or reimbursement of previously paid Transaction Expenses

“No Redemptions Scenario” means the hypothetical scenario in which no Artemis Public Stockholder elects to have its Public Shares redeemed in connection with the Business Combination.

“Private Placement Warrants” means the Sponsor Warrants and the Anchor Investor Warrants.

“PubCo Ordinary Shares” means the ordinary shares, par value $1.00 per share, of PubCo.

“PubCo Board” means the board of directors of PubCo from and after the Closing.

“PubCo Warrants” means the Artemis Warrants, each of which will be converted into and become exercisable for one PubCo Ordinary Share for $11.50 per share, in accordance with the terms of the Assumed Warrant Agreement, with the exercise period beginning 30 days following Closing.

“Public Shares” means the shares of Artemis Class A Common Stock issued as part of the Artemis Units in the IPO.

“Public Warrants” means Artemis Warrants issued as part of the Artemis Units in the IPO.

“Redemption” means Artemis’s acquisition of Public Shares in connection with the Business Combination pursuant to the right of Artemis Public Stockholders to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into on the Closing Date, by and among PubCo, the Sponsor, Komisium and certain other securityholders of PubCo.

“Restated Articles” means the restated memorandum and articles of association of PubCo, to be effective upon consummation of the Merger.

“SDRT” means Stamp Duty Reserve Tax.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Special Meeting” means the Special Meeting of the stockholders of Artemis, to be held virtually on           , 2022, at           a.m., Eastern time, accessible at           , or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

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“Sponsor” means Artemis Sponsor, LLC, a Delaware limited liability company.

“Sponsor Shares” means the shares of Artemis Class B Common Stock sold by Artemis to the Sponsor in a private placement on January 5, 2021, in consideration for the Sponsor paying certain offering and formation costs on behalf of Artemis with a value of $25,000 (including, for the avoidance of doubt, after giving effect to the stock split of such shares of Artemis Class B Common Stock effected on March 16, 2021, but excluding the 1,618,434 shares of Artemis Class B Common Stock forfeited by the Sponsor simultaneously with the consummation of the IPO).

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of March 30, 2022, by and among the Sponsor, Artemis and Novibet.

“Sponsor Warrants” means Artemis Warrants sold to the Sponsor in a private placement simultaneously with the consummation of the IPO, at a price of $1.00 per Sponsor Warrant.

“Transaction Agreements” means the Business Combination Agreement, the Sponsor Support Agreement, the Investors Agreement, the Warrant Assignment, Assumption and Amendment Agreement, and the Registration Rights Agreement.

“Transaction Expenses” means the aggregate amount of the Company Transaction Expenses and Artemis Transaction Expenses.

“Treasury” means the U.S. Department of the Treasury.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“Trust Account” means the U.S.-based trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

“U.S.” means the United States of America.

“U.S. dollar” and “$” mean the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Warrant Agreement” means that certain Warrant Agreement, dated as of September 29, 2021, by and between Artemis and Continental Stock Transfer & Trust Company, as warrant agent.

“Warrant Assignment, Assumption and Amendment Agreement” means the Warrant Assignment, Assumption and Amendment Agreement, to be entered into on the Closing Date, by and among Artemis, PubCo and Continental Stock Transfer & Trust Company, as warrant agent.

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FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this proxy statement/prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative of these terms or other similar expressions. The statements we make regarding the following matters are forward-looking by their nature:

● the risk that the benefits of the Business Combination may not be realized;

● the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Artemis’s securities;

● the failure to satisfy the conditions to the consummation of the Business Combination, including the failure of the Artemis Stockholders to approve the Business Combination Agreement or the failure to satisfy the Minimum Closing Cash Condition following redemptions by Artemis Public Stockholders;

● the risk that the level of redemptions by Public Stockholders may be greater than expected;

● the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

● the outcome of any legal proceedings that may be initiated following announcement of the Business Combination;

● the effect of the announcement or pendency of the Business Combination on PubCo’s business relationships, operating results and business generally;

● risks that the proposed Business Combination could disrupt current plans and operations of Novibet;

● foreign exchange rate;

● future financial performance, including cash flow and liquidity;

● risks related to the impact of the COVID-19 pandemic, including the Omicron and other variants and potential governmental and other restrictions (including travel restrictions) resulting therefrom;

● changes in general economic conditions, including as a result of the COVID-19 pandemic; and

● factors relating to the business, operations and financial performance of PubCo and Novibet, including;

● Novibet’s ability to effectively compete in the global entertainment and gaming industries;

● Novibet’s ability to successfully expand its operations into new markets;

● Novibet’s ability to maintain licenses with gaming authorities, and to obtain licenses in new markets into which it seeks to expand;

● intense competition and competitive pressures from other companies worldwide; and

● litigation and the ability to adequately protect Novibet’s intellectual property rights.

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The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this proxy statement/prospectus.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus, to conform these statements to actual results or to changes in our expectations.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Artemis Stockholders. Artemis Stockholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

Q. Why am I receiving this proxy statement/prospectus?

A. Artemis has agreed to complete a business combination with PubCo, Komisium, Novibet, and Merger Sub under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. Artemis is asking its stockholders to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for the Business Combination and the other transactions contemplated by the Business Combination Agreement. See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Additionally, Artemis must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed in connection with its initial business combination. Holders who wish to exercise their redemption rights must, prior to [time], Eastern Time, on [●], 2022 (two business days before the scheduled date of the Special Meeting): (i) elect to separate their Artemis Units into the underlying Public Shares and Public Warrants, (ii) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that Artemis redeem their Public Shares for cash, and (iii) deliver their Public Shares to the Transfer Agent physically or electronically using the DTC’s Deposit and Withdrawal at Custodian (DWAC) system.

This proxy statement/prospectus and its annexes (including the copy of the Business Combination Agreement and the amendment thereto attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively) contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. The vote of Artemis Stockholders is important. Artemis Stockholders are urged to submit their proxies as soon as possible after reading this proxy statement/prospectus and its annexes carefully and in their entirety.

Q. What is being voted on at the Special Meeting?

A. Artemis is asking its stockholders to consider and vote upon a proposal to approve the Business Combination Agreement and the transactions contemplated thereby, including, without limitation, the Business Combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

The stockholders may also be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date, if determined necessary by Artemis to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Business Combination Proposal or to provide additional time for Artemis to continue to attempt to satisfy the conditions to consummation of the Business Combination. See the section entitled “Proposal No. 2 — The Adjournment Proposal.”

Artemis will hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read them carefully and in their entirety.

The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q. Why is Artemis proposing the Business Combination?

A. Artemis was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Existing

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Artemis Charter provides for the return of the proceeds of the IPO held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before a certain date (in Artemis’s case, within 18 months after the closing of the IPO, or April 4, 2023, or 21 months after the closing of the IPO, or July 4, 2023, if Artemis has executed a definitive agreement for an initial business combination within 18 months after the closing of the IPO). Since the IPO, Artemis’s activity has been limited to the evaluation of business combination candidates.

Novibet is a rapidly-growing vertically integrated provider of a wide variety of high-quality online gaming and sports betting products, through its own proprietary technology platform. Novibet, directly or through one or more of its subsidiaries, is currently licensed to operate in Malta, Greece, Italy and Ireland, and is actively pursuing plans to expand into North America, including the U.S., Canada, and Mexico, and into other European markets. Novibet provides its customers with a first-class suite of casino products, representing over 100 providers and over 5,000 games, and its competitive sportsbook product offers over 20 sport disciplines and over 25,000 live sporting events per month.

Based on its due diligence investigations of Novibet and the industries and geographies in which it operates, including the financial and other information provided by Novibet in the course of Artemis’s due diligence investigations and the financial analysis and market information provided by Barclays, the Artemis Board believes that the Business Combination with Novibet is in the best interests of Artemis and its stockholders and presents an opportunity to increase shareholder value. However, there can be no assurances of this.

Although the Artemis Board believes that the Business Combination with Novibet presents a unique business combination opportunity and is in the best interests of Artemis and its stockholders, the Artemis Board did consider certain potentially negative factors as well as certain conflicts of interests in arriving at that conclusion.

See “Proposal No. 1 — The Business Combination Proposal — The Artemis Board’s Reasons for the Approval of the Business Combination” for a discussion of the positive and negative factors considered by the Artemis Board in making its decision.

Q. What will happen to Artemis’s securities upon consummation of the Business Combination?

A. The Artemis Units, the Artemis Class A Common Stock and the Public Warrants are currently listed on Nasdaq under the symbols “ARTEU,” “ARTE” and “ARTEW,” respectively. Artemis’s securities will cease trading following the consummation of the Business Combination. PubCo intends to apply for listing of the PubCo Ordinary Shares and the PubCo Warrants on Nasdaq under the proposed symbols “NOVI” and “NOVIW,” respectively, to be effective upon consummation of the Business Combination. While trading of the PubCo Ordinary Shares and the PubCo Warrants on Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that PubCo’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors — Risks Related to Artemis and the Business Combination” for more information.

Further, upon completion of the Business Combination, Artemis Stockholders will no longer be stockholders of a Delaware corporation, but will be shareholders of a corporation incorporated under the laws of the UK. There will be material differences between the current rights of Artemis Stockholders and the rights you can expect to have as a holder of PubCo securities, some of which may adversely affect you.

For a more detailed discussion of the differences in the rights of Artemis Stockholders and PubCo Shareholders, see the section of this proxy statement/prospectus titled “Comparison of Rights of PubCo Shareholders and Artemis Stockholders”.

Q. What will happen in the Business Combination?

A. As part of the Business Combination (i) Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for the Closing Cash Consideration, Closing Share Consideration (including the right of Komisium to retain the PubCo Ordinary Shares to which the Initial Share Premium relates), and, if the earnout conditions are met, the Earnout Consideration and (ii) Merger Sub will merge with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo.

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Q. Did the Artemis Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. No. The Artemis Board did not obtain a third-party valuation or fairness opinion in connection with the consideration to be paid in the Share Exchange and its determination to approve the Business Combination. However, Artemis’s management, the members of the Artemis Board and the other representatives of Artemis have substantial experience in evaluating the operating and financial merits of companies similar to Novibet and reviewed certain financial information of Novibet and other relevant financial information selected based on the experience and the professional judgment of Artemis’s management team. The Artemis Board believes that Artemis’s management’s experience and backgrounds, together with the expertise of Artemis’s financial advisors, enabled the Artemis Board to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Artemis Board in valuing Novibet’s business and assume the risk that the Artemis Board may not have properly valued such business.

The lack of a third-party fairness opinion may lead an increased number of stockholders to vote against the proposed Business Combination or seek to redeem their Public Shares for cash, which could potentially impact Artemis’s ability to consummate the Business Combination or adversely affect PubCo’s liquidity following the consummation of the Business Combination.

Q. What will be the relative equity stakes of the Sponsor, Komisium, and the Artemis Public Stockholders in PubCo upon completion of the Business Combination?

A. Upon consummation of the Business Combination, PubCo shall become a new public company and each of Artemis (as the surviving company of the Merger) and Novibet shall be a wholly-owned subsidiary of PubCo. The former equity holders of Artemis and Novibet will all become equity holders of PubCo.

Upon consummation of the Business Combination, the post-Closing share ownership of PubCo under (1) the No Redemptions Scenario, (2) the 50% Redemptions Scenario and (3) the 100% Redemptions Scenario, excluding the dilutive effect of outstanding Artemis Warrants, the Deferred Share Consideration, and the Earnout Consideration would be as follows:

	Post-Business Combination
				50.0%			100.0%
	No Redemptions			Redemptions			Redemptions
	Scenario			Scenario			Scenario
	(PubCo)(6)(7)			(PubCo)(4)(6)(7)			(PubCo)(5)(6)(7)(8)
	Number	Percentage		Number	Percentage		Number	Percentage
	of	of		of	of		of	of
	Shares	Ownership		Shares	Ownership		Shares	Ownership
Komisium – existing shares held(9)	65,000	0.09	%	65,000	0.10	%	65,000	0.10	%
Komisium – share exchange(1)	44,059,019	63.59	%	48,702,401	76.27	%	61,215,882	92.3	%
Artemis Public Stockholders	20,125,000	29.05	%	10,062,500	15.76	%	0	0.00	%
Sponsor(2)	3,412,816	4.93	%	3,412,816	5.34	%	3,412,816	5.15	%
Anchor Investors(3)	1,618,434	2.34	%	1,618,434	2.53	%	1,618,434	2.44	%
Total Shares	69,280,269	100.00	%	63,861,151	100.00	%	66,312,132	100.00	%

(1) Represents the shares acquired by Komisium in PubCo in exchange for shares of Novibet in the Share Exchange, after taking into account the Initial Share Premium, the Closing Cash Consideration, and the Additional Closing Share Consideration. In the No Redemptions Scenario, assumes an aggregate of $50.0 million of Closing Cash Consideration. In the 50% Redemptions Scenario, assumes an aggregate of approximately $2.6 million of Closing Cash Consideration. In the 100% Redemptions Scenario, assumes no Closing Cash Consideration plus the Additional Closing Share Consideration.

(2) Represents 3,412,816 shares of Artemis Class B Common Stock held by the Sponsor.

(3) Represents 1,618,434 shares of Artemis Class B Common Stock held by the Artemis Anchor Investors. Does not include Public Shares held by the Artemis Anchor Investors, as such shares are redeemable and are not subject to voting or transfer restrictions.

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(4) This scenario assumes that 10,062,500 Public Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $102.6 million from the Trust Account, which is a redemptions scenario that could occur.

(5) This scenario assumes that all 20,125,000 Public Shares, or 100% of the Public Shares, are redeemed for an aggregate payment of approximately $205.3 million from the Trust Account, which is a redemptions scenario that could occur.

(6) Share ownership and voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. Artemis cannot predict how many Artemis Public Stockholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Artemis Stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of the Artemis Public Stockholders to exercise redemption rights with respect to a large number of the Public Shares may not allow Artemis to complete the Business Combination, have sufficient cash available to fund PubCo’s business or optimize the capital structure of PubCo.”

(7) This table does not include earnout shares and warrants and assumes the Sponsor does not use any of its Class B Common Stock to incentivize non-redemptions.

(8) The 100% Redemption scenario assumes that Komisium will waive the Minimum Closing Cash Condition.

(9) Represents existing shares held by Komisium in PubCo that will not be redeemed at the closing.

The dilutive effect of the Earnout Consideration and Deferred Share Consideration to the ownership table is presented below excluding the dilutive effect of PubCo Warrants:

	Post-Business Combination
	No Redemptions Scenario (PubCo)(6)			50.0% Redemptions Scenario (PubCo)(4)(6)			100.0% Redemptions Scenario (PubCo)(5)(6)(8)
	Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership
Komisium – existing shares held(9)	65,000	0.07	%	65,000	0.08	%	65,000	0.09	%
Komisium – share exchange(1)	44,059,019	48.13	%	48,702,401	56.55	%	61,215,882	80.22	%
Artemis Public Stockholders	20,125,000	21.99	%	10,062,500	11.68	%	0	0.00	%
Sponsor(2)	3,412,816	3.73	%	3,412,816	3.96	%	3,412,816	4.47	%
Anchor Investors(3)	1,618,434	1.77	%	1,618,434	1.88	%	1,618,434	2.12	%
Komisium – Earnout Consideration(10)	10,000,000	10.92	%	10,000,000	11.61	%	10,000,000	13.10	%
Komisium – Deferred Share Consideration(11)	12,254,902	13.39	%	12,254,902	14.23	%	0	0.00	%
Total Shares	91,535,171	100.00	%	86,116,053	100.00	%	76,312,132	100.00	%

(10) Represents the issuance of the Earnout Consideration to Komisium upon satisfaction of certain terms and conditions as set forth in the Business Combination Agreement.

(11) Represents the issuance of the Deferred Share Consideration to Komisium upon satisfaction of certain terms and conditions as set forth in the Business Combination Agreement.

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The dilutive effect of the exercise of the PubCo Warrants to the ownership table is presented below excluding the dilutive effect of Earnout Consideration and Deferred Share Consideration:

	Post-Business Combination
	No Redemptions Scenario (PubCo)(6)			50.0% Redemptions Scenario (PubCo)(4)(6)			100.0% Redemptions Scenario (PubCo)(5)(6)(8)
	Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership
Komisium – existing shares held(9)	65,000	0.07	%	65,000	0.08	%	65,000	0.08	%
Komisium – share exchange(1)	44,059,019	49.32	%	48,702,401	58.02	%	61,215,882	70.87	%
Artemis Public Stockholders	20,125,000	22.53	%	10,062,500	11.99	%	0	0.00	%
Sponsor(2)	3,412,816	3.82	%	3,412,816	4.07	%	3,412,816	3.95	%
Anchor Investors(3)	1,618,434	1.81	%	1,618,434	1.93	%	1,618,434	1.87	%
Public Warrants(12)	10,062,500	11.26	%	10,062,500	11.99	%	10,062,500	11.65	%
Private Warrants(12)	10,000,000	11.19	%	10,000,000	11.92	%	10,000,000	11.58	%
Total Shares	89,342,769	100.00	%	83,923,651	100.00	%	86,374,632	100.00	%

(12) Represents shares issuable upon the exercise of PubCo Warrants. Each PubCo Warrant will become exercisable beginning 30 days following the Closing for one PubCo Ordinary Share in accordance with the terms of the Assumed Warrant Agreement. Each assumes that all outstanding PubCo Warrants are immediately exercised for cash after completion of the Business Combination.

The dilutive effect of the PubCo Warrants, Earnout Consideration, and Deferred Share Consideration to the ownership table is presented below:

	Post-Business Combination
	No Redemptions Scenario (PubCo)(6)			50.0% Redemptions Scenario (PubCo)(4)(6)			100.0% Redemptions Scenario (PubCo)(5)(6)(8)
	Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership
Komisium – existing shares held(9)	65,000	0.06	%	65,000	0.06	%	65,000	0.07	%
Komisium – share exchange(1)	44,059,019	39.48	%	48,702,401	45.87	%	61,215,882	63.52	%
Artemis Public Stockholders	20,125,000	18.03	%	10,062,500	9.48	%	0	0.00	%
Sponsor(2)	3,412,816	3.06	%	3,412,816	3.21	%	3,412,816	3.54	%
Anchor Investors(3)	1,618,434	1.45	%	1,618,434	1.52	%	1,618,434	1.68	%
Public Warrants(12)	10,062,500	9.02	%	10,062,500	9.48	%	10,062,500	10.44	%
Private Warrants(12)	10,000,000	8.96	%	10,000,000	9.42	%	10,000,000	10.38	%
Komisium – Earnout Consideration(10)	10,000,000	8.96	%	10,000,000	9.42	%	10,000,000	10.38	%
Komisium – Deferred Share Consideration(11)	12,254,902	10.98	%	12,254,902	11.54	%	0	0.00	%
Total Shares	111,597,671	100.00	%	106,178,553	100.00	%	96,374,632	100.00	%

Q. How has the announcement of the Business Combination affected the trading price of Artemis securities?

A. On March 29, 2022, the trading date preceding the announcement of the Business Combination, the closing prices of the Artemis Units, Artemis Class A Common Stock, and Artemis Warrants reported by Nasdaq were $10.05, $9.92, and $0.35, respectively. The closing prices of the Artemis Units, Artemis Class A Common Stock, and Artemis Warrants reported by Nasdaq on [●], 2022, the record date, were $[●], $[●], and $[●], respectively. Holders of Artemis’s securities should obtain current market quotations for the securities. The market price of Artemis’s securities could vary at any time prior to Closing.

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Q. What are the U.S. federal income tax consequences of the Business Combination to U.S. investors of Artemis Class A Common Stock and/or Artemis Warrants?

A. As described more fully under the section entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of the Merger,” the parties to the Business Combination Agreement intend that the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and/or as part of a transaction described under Section 351 of the Code. However, due to a lack of clear authority, the issue is not free from doubt and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position.

Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders (as defined in the section entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations  — U.S. Holders”) to qualify for tax-deferred treatment (i) with respect to the exchange of Artemis Class A Common Stock for PubCo Ordinary Shares in the Merger under Section 368(a) of the Code or Section 351(a) of the Code and (ii) with respect to the exchange of Artemis Warrants for PubCo Warrants in the Merger under Section 368(a) of the Code.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Business Combination for U.S. Holders of Artemis Class A Common Stock and/or Artemis Warrants, including the application of Section 367(a) of the Code, see the section entitled “Certain Material Tax Considerations  —  Certain United States Federal Income Tax Considerations  —  U.S. Holders  —  Tax Consequences to U.S. Holders of the Merger.” If you are a U.S. Holder whose Artemis Class A Common Stock and/or Artemis Warrants are exchanged in the Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Certain Material Tax Considerations  —  Certain United States Federal Income Tax Considerations.”

Q. How many votes do I have at the Special Meeting?

A. Artemis Stockholders are entitled to one vote at the Special Meeting for each share of Artemis Common Stock held of record as of [●], 2022, the record date for the Special Meeting. As of the close of business on the record date, there were 25,156,250 shares of Artemis Common Stock outstanding. This includes 20,125,000 shares of Artemis Class A Common Stock and 5,031,250 shares of Artemis Class B Common Stock.

Q. What constitutes a quorum at the Special Meeting?

A. A quorum for the Special Meeting will consist of the holders present in person (including virtually) or by proxy of shares representing a majority of the outstanding shares of Artemis Common Stock. The shares held by the Sponsor will count towards this quorum. Abstentions will count as present for purposes of achieving a quorum; Broker Non-Votes will not. As of the record date, in addition to the shares of Artemis Common Stock held by the Sponsor, 9,156,310 shares of Artemis Common Stock would be required to achieve a quorum. In the absence of a quorum, the chairperson of the meeting has power to adjourn the Special Meeting.

Q. What vote is required to approve the proposals presented at the Special Meeting?

A. The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Artemis Common Stock as of the record date, voting together as a single class. Abstentions and Broker Non-Votes will count as votes “against” the Business Combination Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of how many votes are cast, and abstentions and Broker Non-Votes are not an affirmative vote.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Artemis Common Stock that are voted at the Special Meeting, voting together as a single class. Abstentions and Broker Non-Votes will have no effect on the outcome of the vote of such proposal because abstentions and Broker Non-Votes are not votes cast.

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The Sponsor will participate in the vote on both of the proposals and, pursuant to the Sponsor Support Agreement, has agreed to vote any shares of Artemis Class A Common Stock and Artemis Class B Common Stock held by it in favor of the Business Combination. The percentage of outstanding shares of Artemis Common Stock held by the Sponsor that are obligated to vote in favor of the Business Combination, represents approximately 13.6% of the total voting power of Artemis. Accordingly, in addition to the shares held by the Sponsor, Artemis would need 9,165,310 Public Shares, or approximately 45.5% of the 20,125,000 shares sold in Artemis’s initial public offering to be voted in favor of the Business Combination Proposal in order for it to be approved. Accordingly, we may complete the Business Combination even if a majority of the Artemis Public Stockholders do not approve of the Business Combination. Moreover, the Artemis Anchor Investors own approximately 9.5 million Public Shares based on the latest available public filings. Although the Artemis Anchor Investors are not required to hold their Artemis Units or Public Shares for any amount of time, or to vote or not redeem their Public Shares, if the Anchor Investors retain all of their interests in the Public Shares and vote those Public Shares in favor of the Business Combination, Artemis will receive sufficient votes to approve the Business Combination, regardless of how any other Artemis Public Stockholder votes their shares.

Q. How does the Artemis Board recommend that I vote on the proposals?

A. The Artemis Board recommends that Artemis Stockholders vote “FOR” the approval of the Business Combination Proposal and, if presented at the Special Meeting, “FOR” approval of the Adjournment Proposal.

For more information regarding why the Artemis Board approved the Business Combination and recommends that Artemis Stockholders vote in favor of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal —  The Artemis Board’s Reasons for the Approval of the Business Combination”.

Q How do the insiders of Artemis intend to vote on the proposals?

A. The Sponsor, which is an affiliate of certain members of the Artemis Board and management team, beneficially owns and is entitled to vote an aggregate of approximately 13.6% of the outstanding shares of Artemis Common Stock. The Sponsor is required by certain agreements to vote its securities in favor of each of the proposals presented herein.

Accordingly, in addition to the shares held by the Sponsor, Artemis would need 9,165,310 Public Shares, or approximately 45.5% of the 20,125,000 shares sold in Artemis’s initial public offering to be voted in favor of the Business Combination Proposal in order for it to be approved.

Moreover, the Artemis Anchor Investors own approximately 9.5 million Public Shares based on the latest available public filings. Although the Artemis Anchor Investors are not required to hold their Artemis Units or Public Shares for any amount of time, or to vote or not redeem their Public Shares, if the Artemis Anchor Investors retain all of their interests in the Public Shares and vote those Public Shares in favor of the Business Combination, Artemis will receive sufficient votes to approve the Business Combination, regardless of how any other Artemis Public Stockholder votes their shares.

Q. Do the Sponsor and Artemis’s officers and directors have interests in the Business Combination that differ from or are in addition to the interests of Artemis Stockholders generally?

A. Yes. The Sponsor and Artemis’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of Artemis Stockholders generally. The Artemis Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that Artemis Stockholders vote in favor of the Business Combination Agreement and the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Interests of Artemis’s Directors and Officers in the Business Combination” for more information.

Q. Do I have redemption rights?

A. If you are a holder of Public Shares, you have the right to request that Artemis redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Artemis Public Stockholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal or any other proposal set forth herein and even if they are not a holder of Public

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Shares on the record date. If you wish to exercise your redemption rights, see the answer to the next question: “How do I exercise my redemption rights?”

An Artemis Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of Artemis Class A Common Stock without the prior consent of Artemis.

At the time of the Artemis IPO, the Sponsor entered into an agreement with Artemis pursuant to which the Sponsor agreed to not to exercise redemption rights with respect to all of the shares of Artemis Class A Common Stock that it may hold prior to the consummation of the Business Combination. The Sponsor did not receive separate consideration for the waiver of redemption rights.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

A. The U.S. federal income tax consequences of exercising your redemption rights with respect to your Artemis Class A Common Stock depends on your particular circumstances. Please see the section entitled "Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations  —  U.S. Holders  —  Tax Consequences to U.S. Holders of Exercising Redemption Rights” or “Certain Material Tax Considerations  —  Certain United States Federal Income Tax Considerations  — Non-U.S. Holders  —  Tax Consequences to Non-U.S. Holders of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q. How do I exercise my redemption rights?

A. In order to exercise your redemption rights, you must, prior to [time], Eastern time, on [●], 2022 (two business days before the scheduled date of the Special Meeting), (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, Artemis’s transfer agent, that Artemis redeem your Public Shares for cash, and (ii) deliver your stock to the transfer agent physically or electronically through DTC’s DWAC (Deposit/Withdrawal At Custodian) System. The address of Continental Stock Transfer & Trust Company, Artemis’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the date of the Special Meeting. After the date of the Special Meeting, a demand for redemption may only be withdrawn with Artemis’s consent. If you deliver your shares for redemption to Artemis’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Artemis’s transfer agent return the shares to you (physically or electronically). You may make such request by contacting Artemis’s transfer agent at the address listed under the question “Who can help answer my questions?” below.

See the section entitled “Special Meeting of Artemis Stockholders — Redemption Rights” for further detail regarding the procedures to be followed if you wish to redeem your shares for cash.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Artemis Warrants that you may hold.

Q. If I am an Artemis Unit holder, can I exercise redemption rights with respect to my Artemis Units?

A. Not without first separating the Artemis Units. The holders of outstanding Artemis Units must separate the underlying shares of Artemis Class A Common Stock and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Artemis Units registered in your own name, you must deliver the certificate for such Artemis Units, or deliver such Artemis Units electronically, to Continental Stock Transfer & Trust Company, Artemis’s transfer agent, with written instructions to separate such Artemis Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of Public Share certificates or the electronic delivery of Public Shares back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Artemis Units. See “How do I exercise my redemption

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rights?” above. The address of Continental Stock Transfer & Trust Company, Artemis’s transfer agent, is listed under the question “Who can help answer my questions?” below.

If a broker, bank, or other nominee holds your Artemis Units, you must instruct such broker, bank or nominee to separate your Artemis Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Artemis’s transfer agent. Such written instructions must include the number of Artemis Units to be split and the nominee holding such Artemis Units. Your nominee must also initiate electronically, using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, a withdrawal of the relevant Artemis Units and a deposit of one Public Share and one-half of one Public Warrant for each Artemis Unit withdrawn. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Artemis Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q. If I am an Artemis Warrant holder, can I exercise redemption rights with respect to my Artemis Warrants?

A. No. The holders of Artemis Warrants have no redemption rights with respect to such securities.

Assuming that no more than 10,062,500 Public Shares, representing 50% of the Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $102.6 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Artemis Public Stockholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Artemis Unit) and using the closing warrant price on Nasdaq of $0.35 as of March 29, 2022 (the trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Artemis Warrants that can be retained by redeeming stockholders is approximately $1,760,938. Assuming that all 20,125,000 Public Shares issued in connection with the IPO are redeemed for an aggregate payment of approximately $205.3 million from the Trust Account, and assuming that each redeeming Artemis Public Stockholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Artemis Unit) and using the closing warrant price on Nasdaq of $0.35 as of March 29, 2022 (the trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Artemis Warrants that can be retained by redeeming stockholders is approximately $3,521,875. The actual market price of the Artemis Warrants may be higher or lower on the date that warrant holders seek to sell such Artemis Warrants. Additionally, Artemis cannot assure the holders of warrants that they will be able to sell their Artemis Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Artemis Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of PubCo Warrants following the Closing who exercises such PubCo Warrants will ultimately own a greater interest in PubCo because there would be fewer shares outstanding overall. See “Risk Factors — Future sales of shares by existing stockholders could cause PubCo’s stock price to decline.”

Q. I am an Artemis Warrant holder. Why am I receiving this proxy statement/prospectus?

A. As a holder of Artemis Warrants, which will become PubCo Warrants in connection with the Business Combination, following consummation of the Business Combination you will be entitled to purchase one PubCo Ordinary Share in lieu of one share of Artemis Class A Common Stock, at a purchase price of $11.50 per share, subject to adjustment, with the exercise period beginning 30 days following the Closing. This proxy statement/prospectus includes important information about PubCo and Novibet, and the business of PubCo and its subsidiaries (including Novibet) following consummation of the Business Combination. Since Artemis Warrants will become exercisable for PubCo Ordinary Shares following consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully and in its entirety.

Q. How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders after the Business Combination?

A. The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants will not be redeemable by PubCo for cash so long as they are held by the Sponsor, Artemis Anchor Investors, or any of its or their permitted transferees. If the Private Placement Warrants are held by holders other than the

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Sponsor, Artemis Anchor Investors, or any of its or their permitted transferees, they will be redeemable by PubCo and exercisable by the holders on the same basis as the Public Warrants. The Sponsor and Artemis Anchor Investors have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the PubCo Ordinary Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the Closing of the initial business combination. For a description of the circumstances in which PubCo may redeem the PubCo Warrants, see “Description of PubCo Warrants.”

We are registering the PubCo Ordinary Shares issuable upon the exercise of the PubCo Warrants at this time. Further, the Assumed Warrant Agreement requires us to maintain a current prospectus relating to the PubCo Ordinary Shares underlying the PubCo Warrants until the PubCo Warrants expire or are redeemed. If a registration statement covering the PubCo Ordinary Shares issuable upon exercise of the PubCo Warrants is not effective by the 60th business day after the Closing, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise PubCo Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption from registration.

Q. What happens if a substantial number of Artemis Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption rights?

A. The Artemis Public Stockholders may vote in favor of the Business Combination and exercise their Redemption rights. The Business Combination may be consummated even though the funds available from the Trust Account and the number of Artemis Public Stockholders are substantially reduced as a result of the Artemis Public Stockholders’ exercise of their redemption rights, so long as the funds in the Trust Account (after giving effect to the Redemptions and the payment of Transaction Expenses), together with the cash on Artemis’s balance sheet and the aggregate amount of net proceeds from any subscription or investment agreement entered into by Novibet, PubCo or Artemis between the date of the Business Combination Agreement and Closing, equals or exceeds $12,500,000 at all times prescribed in the Business Combination Agreement, which is referred to as the Minimum Closing Cash Condition, provided that the Minimum Closing Cash Condition may be waived by Novibet in its sole discretion. In addition, the Business Combination will not be consummated if, immediately prior to or upon the consummation of the Business Combination, Artemis does not have at least $5,000,001 in net tangible assets after giving effect to the Redemptions.

In the event of significant Redemptions, with fewer Public Shares and Artemis Public Stockholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for shares of Artemis Class A Common Stock was prior to the Business Combination, and PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange. If PubCo’s securities are not listed on Nasdaq or another recognized stock exchange in the United States and certain other conditions are not met, UK stamp duty may be chargeable on transfers of PubCo’s securities. Additionally, if the Trust Account proceeds that would be available to PubCo upon the Closing are less than $100 million, PubCo will have less cash available to pursue its anticipated growth strategies and new initiatives, including Novibet’s acquisition strategy. As a result, PubCo’s results of operations and financial condition may be worse than projected.

The table below presents the value per share to an Artemis Public Stockholder that elects not to redeem across a range of redemptions scenarios:

				50.0%			100.0%
				Redemptions			Redemptions
	No Redemptions(1)			Scenario(2)			Scenario(3)
		Value			Value			Value
		per			per			per
	Shares	Share(4)		Shares	Share(4)		Shares	Share(4)
Base Scenario(5)	69,280,269	$	10.20	63,861,151	$	10.20	66,312,132	$	10.20
Assuming Issuance of all Deferred Share Consideration and Earnout Consideration(6)	91,535,171	$	7.96	86,116,053	$	7.82	76,312,132	$	8.99
Exercising all Artemis Warrants(7)	89,342,769	$	10.49	83,923,651	$	10.50	86,374,632	$	10.50
Issuing all Deferred Share Consideration, Earnout Consideration and Exercising all Artemis Warrants (9)	111,597,671	$	8.60	106,178,553	$	8.52	96,374,632	$	9.52

(1) Assumes no Public Shares are redeemed and an aggregate of $50 million of Closing Cash Consideration is issued to Komisium.

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(2) Assumes 10,062,500 Public Shares are redeemed, representing 50% of the outstanding Public Shares, and an aggregate of approximately $2.6 million of Closing Cash Consideration is issued to Komisium.

(3) Assumes all Public Shares are redeemed, that no Closing Cash Consideration is issued to Komisium, and that the Additional Closing Share Consideration is issued to Komisium.

(4) Based on a post-transaction equity value of PubCo of the following:

	Post-Transaction Equity Value
			50.0%		100.0%
	No		Redemptions		Redemptions
	Redemptions		Scenario(4a)		Scenario(4b)
Base Scenario(5)	$	706,658,744	$	651,383,740	$	676,383,746
Assuming Issuance of all Deferred Share Consideration and Earnout Consideration(6)	$	728,913,646	$	673,638,642	$	686,383,746
Exercising all Artemis Warrants(7)	$	937,377,494	$	882,102,490	$	907,102,496
Issuing all Deferred Share Consideration, Earnout Consideration and Exercising all Artemis Warrants (8)	$	959,632,396	$	904,357,392	$	917,102,496

(4a) Based on a post-transaction equity value of PubCo of approximately $651.5 million, which equals (i) approximately $706.7 million less (ii) the approximately $102.6 million (or approximately $10.20 per share, representing its original per share portion of the principal in the Trust Account and the interest accrued thereon) that would be paid from the Trust Account to redeem 10,062,500 Public Shares in the 50% Redemptions Scenario, plus (iii) approximately 47.4 million representing an additional 4,643,382 PubCo Ordinary Shares issued to Komisium assuming $2.6 million of Closing Cash Consideration.

(4b) Based on a post-transaction equity value of PubCo of approximately $551.4 million, which equals (i) approximately $706.7 million less (ii) the approximately $205.3 million (or approximately $10.20 per share, representing its original per share portion of the principal in the Trust Account and the interest accrued thereon) that would be paid from the Trust Account to redeem all 20,125,000 Public Shares in the 100% Redemptions Scenario plus (iii) $50 million representing an additional 4,901,961 PubCo Ordinary Shares issued to Komisium assuming no Closing Cash Consideration.

(5) Represents (i) (x) 44,059,019 PubCo Ordinary Shares and $50 million of Closing Cash Consideration issuable to Komisium in the No Redemptions Scenario, (y) 48,702,401 PubCo Ordinary Shares and $2.6 million of Closing Cash Consideration issuable to Komisium in the 50.0% Redemptions Scenario, and (z) 48,960,980 PubCo Ordinary Shares, Additional Closing Share Consideration of 12,254,902 PubCo Ordinary Shares, and no Closing Cash Consideration issuable to Komisium in the 100.0% Redemptions Scenario, (ii) (x) 20,125,000 Public Shares held by Artemis Public Stockholders in the No Redemptions Scenario, (y) 10,062,500 Public Shares held by Pubic Stockholders in the 50.0% Redemptions Scenario, and (z) no Public Shares held by Artemis Public Stockholders in the 100.0% Redemptions Scenario, (iii) 5,031,250 PubCo Ordinary Shares held by the former holders of Sponsor Shares, and (iv) 65,000 PubCo Ordinary Shares held by Komisium prior to the Business Combination.

(6) Represents the Base Scenario plus the issuance of all Deferred Share Consideration (in the No Redemptions Scenario and 50.0% Redemptions Scenario) and Earnout Consideration (in all redemptions scenarios) which may be issued to Komisium pursuant to the terms of the Business Combination Agreement.

(7) Represents the Base Scenario plus the cash exercise of the Public Warrants and Private Placement Warrants.

(8) Represents the Base Scenario plus the issuance of all Deferred Share Consideration (in the No Redemptions Scenario and 50.0% Redemptions Scenario) and Earnout Consideration (in all redemptions scenarios) which may be issued to Komisium pursuant to the terms of the Business Combination Agreement, plus the cash exercise of the Public Warrants and Private Placement Warrants.

Q. Do I have appraisal rights if I object to the proposed Business Combination?

A. No. Under Section 262 of the DGCL, the holders of Artemis Units, Artemis Common Stock, and Artemis Warrants will not have appraisal rights in connection with the Business Combination.

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Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A. Of the net proceeds of Artemis’s IPO and the simultaneous private placement of the Private Placement Warrants, a total of $205,275,000 was placed in the Trust Account immediately following the IPO. As of June 30, 2022, there was investments of $205,551,462 held in the Trust Account. Prior to the Effective Time, the funds in the Trust Account will be released to Artemis and used by Artemis to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination, and for other expenses and unpaid liabilities incurred by Artemis following the IPO, including repayment of loans and reimbursement of expenses to Artemis’s directors, officers, and stockholders. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to Artemis for working capital expenses. Thereafter, the Trust Account shall terminate and any remaining funds shall be released to PubCo.

Q. What happens if the Business Combination is not consummated?

A. If Artemis does not complete the Business Combination with Novibet (or another initial business combination) by the Liquidation Date, Artemis must redeem 100% of the outstanding Public Shares in consideration of a per-share price, payable in cash, derived based on the aggregate amount then on deposit in the Trust Account (approximately $      per share as of the record date).

Q. When do you expect the Business Combination to be completed?

A. It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is scheduled for [●], 2022; however, such meeting could be adjourned, as described above.

Q. When and where will the Special Meeting take place?

A. The Special Meeting will be held virtually on           , 2022, at           a.m., Eastern time. In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Artemis Board determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. The Artemis Board believes that this is the right choice for Artemis and its stockholders at this time, as it permits stockholders to attend and participate in the Special Meeting while safeguarding the health and safety of the Artemis Stockholders, directors and management team. You may attend the Special Meeting webcast by accessing the web portal located at https://[●] and following the instructions set forth below. Stockholders participating in the Special Meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the Special Meeting, virtual attendees will be able to:

● vote via the web portal during the Special Meeting webcast; and

● submit questions or comments to Artemis’s directors and officers during the Special Meeting via the Special Meeting webcast.

Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend

Q. What do I need to do now?

A. Artemis urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of Artemis. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote?

A. If you are a holder of record of Artemis Common Stock on the record date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or

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nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote virtually, obtain a proxy from your broker, bank or nominee.

Q: How do I attend the Special Meeting?

A. Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of the Artemis Stockholders, the Special Meeting will be held virtually. Any stockholder wishing to virtually attend the Special Meeting must register in advance. To register for and attend the Special Meeting, please follow these instructions as applicable to the nature of your ownership of Artemis Class A Common Stock:

● Shares Held of Record. If you are a record holder, and you wish to attend the virtual Special Meeting, go to [         ], enter the control number you received on your proxy card or notice of the meeting and click on the [“Click here to preregister for the online meeting”] link at the top of the page. Immediately prior to the start of the Special Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

● Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the virtual Special Meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to [●]. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Special Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Special Meeting. ”Street name” holders should contact [●] on or before close of business on [●], 2022.

Stockholders will also have the option to listen to the Special Meeting by telephone by calling:

● Within the U.S. and Canada: (toll-free)

● Outside of the U.S. and Canada: (standard rates apply)

The passcode for telephone access: [     ] #. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described above.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Failure to instruct your broker, bank or nominee on how to vote, which we refer to as a Broker Non-Vote, will have the same effect as a vote “against” the Business Combination Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of how many votes are cast, and Broker Non-Votes are not an affirmative vote. Broker Non-Votes will have no effect on the Adjournment Proposal because such proposal requires approval by a majority of the votes cast by Artemis Stockholders and Broker Non-Votes are not “votes cast”. Broker Non-Votes will not be counted as present for purposes of establishing a quorum for the Special Meeting.

Q. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A. If your shares of Artemis Common Stock are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record). For Artemis Common Stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting

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instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Artemis Common Stock are voted.

Shares in “street name.” For Artemis Common Stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. If you are a stockholder of record as of the record date you may send a later dated, signed proxy card to Artemis at the address set forth below so that it is received by Artemis’s proxy solicitor prior to the vote at the Special Meeting or attend the Special Meeting virtually and vote. Only your latest dated proxy card will be counted. Stockholders also may revoke their proxy by sending a notice of revocation to Artemis’s proxy solicitor, which must be received by Artemis’s proxy solicitor prior to the vote at the Special Meeting.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q. What happens if I fail to take any action with respect to the Special Meeting?

A. If you fail to take any action with respect to the Special Meeting, such failure to vote will have the same effect as a vote “against” the Business Combination Proposal. If the Business Combination is approved by stockholders and consummated, you will become a shareholder and/or warrant holder of PubCo. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Artemis.

Q. What should I do if I receive more than one set of voting materials?

A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Artemis Class A Common Stock.

Q. What happens if I sell my Artemis Common Stock before the Special Meeting?

A. The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the record date, but before the Special Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting.

Q. What should I do with my share and/or warrant certificates?

A. Warrant holders and those stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Artemis’s transfer agent regarding what to do with their certificates. Artemis Stockholders who exercise their redemption rights with respect to their Public Shares must deliver their share certificates to Artemis’s transfer agent (either physically or electronically) no later than [time] Eastern time two business days prior to the Special Meeting as described above. Upon consummation of the Business Combination, the Artemis Warrants, by their terms, will entitle holders to purchase PubCo Ordinary Shares. Therefore, warrant holders need not deliver their Artemis Warrants to Artemis or PubCo at that time.

Q. Who will solicit and pay the cost of soliciting proxies?

A. Artemis has engaged a professional proxy firm, [●], to assist in soliciting proxies for the Special Meeting. Artemis has agreed to pay [●] a fee of $[●] plus disbursements. Artemis will also reimburse [●] for reasonable out-of-pocket expenses and will indemnify [●] and its affiliates against certain claims, liabilities, losses, damages, and expenses.

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Artemis will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of Artemis Common Stock and in obtaining voting instructions from those owners. Artemis’s management team may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Who can help answer my questions?

A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Thomas Granite, Chief Financial Officer

Artemis Strategic Investment Corporation

3310 East Corona Avenue

Phoenix, AZ 85040

(602) 346-0329

Email: info@artemisspac.com

You may also contact the proxy solicitor at:

Alliance Advisors, LLC

[●]

1-844-984-3717

Email: ARTE.info@allianceadvisors.com

You may also obtain additional information about Artemis from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to Artemis’s transfer agent at the address below no later than [time] Eastern time two business days prior to the scheduled date of the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination Proposal, you should read this entire proxy statement/prospectus, including the Business Combination Agreement and the amendment thereto attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, carefully and in its entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.”

The Parties to the Business Combination

Novibet

Logflex MT Holding Limited, a limited liability company incorporated under the laws of Malta, which we refer to herein as the “Novibet”, is a vertically-integrated online gambling operator. Novibet’s award-winning proprietary technology supports its online gaming products, which feature over 5,000 casino games from over 100 providers, and its online sports betting operations, which offer competitive betting on more than 25,000 live sporting events per month in over 20 different sports. Novibet operates in several countries across Europe, with offices in Greece and Malta and additional employees in Isle of Man and Italy. Novibet was founded in 2010 and commenced operations in 2011.

The mailing address for Novibet’s principal executive office is 170, Pater House, Level 1 (suite A191), Psaila Street, Birkirkara BKR9077, Malta, and its telephone number at such office is (+356) 2757 7000.

Komisium

Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus, which we refer to herein as “Komisium”, is the holder of all of the issued ordinary shares of Novibet and, prior to the Closing, owns all of the issued and outstanding PubCo Ordinary Shares. Komisium was incorporated in 2018 and has no operations other than owning ordinary shares of Novibet and PubCo Ordinary Shares.

The mailing address for Komisium’s principal executive office is Metochiou, 73, Mezzanine, 2407, Nicosia, Cyprus, and its telephone number at such office is (+35) 722278677.

PubCo

Novibet PLC is a newly-formed United Kingdom public limited company and a direct, wholly-owned subsidiary of Komisium, which we refer to herein as “PubCo”. PubCo was formed on February 1, 2022, solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination.

The mailing address for PubCo’s principal executive office is located at 3^rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT and the telephone number is (+)44 2083707029.

Merger Sub

Novibet Merger Sub Inc. is a newly-formed Delaware corporation and a wholly-owned subsidiary of PubCo, which we refer to herein as “Merger Sub”. Merger Sub was formed solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. The address and telephone number for Merger Sub’s principal executive office are the same as those for PubCo.

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Artemis

Artemis is a blank check company incorporated in Delaware on January 4, 2021, 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 Artemis Units, the Artemis Class A Common Stock and the Public Warrants are listed on Nasdaq under the symbols “ARTEU,” “ARTE” and “ARTEW,” respectively.

The mailing address for Artemis’s principal executive office is 3310 East Corona Avenue, Phoenix, Arizona 85040, and its telephone number at such office is (602) 346-0329. After the consummation of the Business Combination, Artemis will become a direct, wholly-owned subsidiary of PubCo and the address and telephone number for Artemis’s principal executive office will be the same as those for PubCo.

The Business Combination Proposal

On March 30, 2022, Komisium, Novibet, PubCo, Merger Sub and Artemis entered into the Business Combination Agreement, which was subsequently amended on September 2, 2022, pursuant to which, among other things, (i) Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for the Closing Cash Consideration, Closing Share Consideration (including the right of Komisium to retain the PubCo Ordinary Shares to which the Initial Share Premium relates), and, if the earnout conditions are met, the Earnout Consideration and (ii) Merger Sub will merge with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo, subject to the terms and conditions set forth therein. The terms and conditions of the Business Combination are contained in the Business Combination Agreement. A copy of the Business Combination Agreement and the amendment thereto dated September 2, 2022 are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively. We encourage you to read the Business Combination Agreement, and such amendment, carefully and in its entirety, as it is the legal document that governs the Business Combination.

Overview of Business Combination

Post-Closing Structure

The following diagrams illustrate in simplified terms the current structure of Artemis and Novibet and the expected structure of PubCo upon the Closing.

Structure of Novibet before the Business Combination

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Structure of Artemis before the Business Combination

Structure of PubCo following the Business Combination

Share Exchange

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time, Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo, in consideration for receiving at Closing (a) an amount of cash, which will not exceed $50,000,000, equal to the excess of Gross Closing Proceeds over $100,000,000 (the “Closing Cash Consideration”), (b) a number of PubCo Ordinary Shares (“Closing Share Consideration”) equal to (i) (x) $500 million minus the Initial Share Premium minus the Closing Cash Consideration actually paid to Komisium, the difference divided by (y) $10.20, and (c) in the event that redemptions by Artemis’s public stockholders equal or exceed 85% of the outstanding Artemis Class A Common Stock (as defined below), an additional 12,254,902 PubCo Ordinary Shares (the “Additional Closing Share Consideration”). If redemptions by Artemis’s public stockholders are less

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than 85%, the Additional Closing Share Consideration will be deferred and 12,254,902 PubCo Ordinary Shares (the “Deferred Share Consideration”) will be issued upon the satisfaction of certain earnout conditions.

In addition to the Closing Cash Consideration, Closing Share Consideration, Additional Closing Consideration (if any) and Deferred Share Consideration (if any), Komisium (i) will retain the 65,000 PubCo Ordinary Shares to which the Initial Share Premium relates, and (ii) may receive a maximum of additional 10,000,000 PubCo Ordinary Shares in earnout consideration (the “Earnout Consideration”). The Deferred Share Consideration and Earnout Consideration will be payable as follows:

● In the event that the Redemptions are less than 85% of the outstanding Public Shares, PubCo shall issue to Komisium, (A) on the date that the 2023 Earnout Threshold (as defined below) is achieved (if at all), 6,127,451 PubCo Ordinary Shares, (B) on the date that the 2024 Earnout Threshold (as defined below) is achieved (if at all), 6,127,451 PubCo Ordinary Shares, (C) on the date that the Catch-up Earnout Threshold (as defined below) is achieved (if at all), 12,254,902 PubCo Ordinary Shares, and (D) immediately prior to the consummation of a Change of Control, 12,254,902 PubCo Ordinary Shares.

● If PubCo and its Subsidiaries, as a whole, generate an amount of Net Gaming Revenue in the fiscal year 2023 greater than or equal to an amount equal to one hundred ten percent (110%) multiplied by Net Gaming Revenue in the fiscal year 2022 (the “2023 Earnout Threshold”) as reported in PubCo’s annual report on Form 20-F for the year ended December 31, 2023, as filed by PubCo with the SEC, then PubCo shall promptly (and in any event within five (5) Business Days of the date that such Form 20-F is filed with the SEC) issue or cause to be issued to Komisium a one-time additional 5,000,000 PubCo Ordinary Shares (the “2023 Contingent Share Consideration”)

● If PubCo and its Subsidiaries, as a whole, generate an amount of Net Gaming Revenue in the fiscal year 2024 greater than or equal to an amount equal to one hundred fifteen percent (115%) multiplied by Net Gaming Revenue in the fiscal year 2023 (the “2024 Earnout Threshold”) as reported in PubCo’s annual report on Form 20-F for the year ended December 31, 2024, as filed by PubCo with the SEC, then PubCo shall promptly (and in any event within five (5) Business Days of the date that such Form 20-F is filed with the SEC) issue or cause to be issued to Komisium a one-time additional 5,000,000 PubCo Ordinary Shares (the “2024 Contingent Share Consideration”);

● In the event that the 2023 Earnout Threshold was not achieved, if PubCo and its Subsidiaries, as a whole, generate an amount of Net Gaming Revenue in the fiscal year 2024 greater than or equal to an amount equal to one hundred twenty-five percent (125%) multiplied by Net Gaming Revenue in the fiscal year 2022 (the “Catch-up Earnout Threshold”), as reported in PubCo’s annual report on Form 20-F for the year ended December 31, 2024, as filed by PubCo with the SEC, then PubCo shall promptly (and in any event within five (5) Business Days of the date that such Form 20-F is filed with the SEC) issue to Komisium a one-time additional amount of PubCo Ordinary Shares calculated as 10,000,000 PubCo Ordinary Shares minus any 2024 Contingent Share Consideration which has been issued to Komisium (the “Catch-up Contingent Share Consideration”).

If there is a Change of Control (as defined in the Business Combination Agreement) of PubCo prior to the fifth Business Day after the date on which PubCo files its annual report on Form 20-F for the year ended December 31, 2024, then immediately prior to the consummation of such Change of Control, to the extent not previously paid, PubCo shall issue to Komisium a one-time additional amount of PubCo Ordinary Shares calculated as 10,000,000 PubCo Ordinary Shares minus any 2023 Contingent Share Consideration which has been issued to Komisium.

Merger of Artemis

Immediately prior to the Effective Time, each issued and outstanding share of Artemis Class B Common Stock shall no longer be outstanding and will be automatically converted into one share of Artemis Class A Common Stock subject to the terms of the Existing Artemis Charter and the Sponsor Support Agreement. At the Effective Time, upon the terms and subject to the conditions set forth in the Business Combination Agreement, and in accordance with the DGCL, the Merger of Merger Sub with and into Artemis will occur, and Artemis will become a wholly-owned subsidiary of PubCo. As a result of the Merger, (a) each issued and outstanding share of Artemis Class A Common Stock (including the Artemis Class A Common Stock issued upon conversion of Artemis Class B Common Stock, but not including shares redeemed by the Artemis Public Stockholders and certain other excluded Artemis shares) shall no longer be outstanding and will be automatically converted into the right of the holder thereof to receive one (1) PubCo Ordinary Share and (b) each outstanding whole Artemis Warrant will be assumed by PubCo and will be thereafter exercisable in accordance with the

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terms of the Assumed Warrant Agreement for one (1) PubCo Ordinary Share for $11.50 per share, subject to adjustment, with the exercise period beginning thirty (30) days after the Closing.

Ownership of PubCo following the Business Combination

Upon consummation of the Business Combination, the post-Closing share ownership of PubCo under (1) the No Redemptions Scenario, (2) the 50% Redemptions Scenario and (3) the 100% Redemptions Scenario, excluding the dilutive effect of outstanding Artemis Warrants, the Deferred Share Consideration, and the Earnout Consideration would be as follows:

	Post-Business Combination
				50.0%			100.0%
	No Redemptions			Redemptions			Redemptions
	Scenario			Scenario			Scenario
	(PubCo)(6)(7)			(PubCo)			(PubCo)
	Number	Percentage		Number	Percentage		Number	Percentage
	of	of		of	of		of	of
	Shares	Ownership		Shares	Ownership		Shares	Ownership
Komisium – existing shares held(9)	65,000	0.09	%	65,000	0.10	%	65,000	0.10	%
Komisium – share exchange(1)	44,059,019	63.59	%	48,702,401	76.27	%	61,215,882	92.3	%
Artemis Public Stockholders	20,125,000	29.05	%	10,062,500	15.76	%	0	0.00	%
Sponsor(2)	3,412,816	4.93	%	3,412,816	5.34	%	3,412,816	5.15	%
Anchor Investors(3)	1,618,434	2.34	%	1,618,434	2.53	%	1,618,434	2.44	%
Total Shares	69,280,269	100.00	%	63,861,151	100.00	%	66,312,132	100.00	%

(1) Represents the shares acquired by Komisium in PubCo in exchange for shares of Novibet in the Share Exchange, after taking into account the Initial Share Premium, the Closing Cash Consideration, and the Additional Closing Share Consideration. In the No Redemptions Scenario, assumes an aggregate of $50.0 million of Closing Cash Consideration. In the 50% Redemptions Scenario, assumes an aggregate of approximately $2.6 million of Closing Cash Consideration. In the 100% Redemptions Scenario, assumes no Closing Cash Consideration plus the Additional Closing Share Consideration.

(2) Represents 3,412,816 shares of Artemis Class B Common Stock held by the Sponsor.

(3) Represents 1,618,434 shares of Artemis Class B Common Stock held by the Artemis Anchor Investors. Does not include Public Shares held by the Artemis Anchor Investors, as such shares are redeemable and are not subject to voting or transfer restrictions.

(4) This scenario assumes that 10,062,500 Public Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $102.6 million from the Trust Account, which is a redemptions scenario that could occur.

(5) This scenario assumes that all 20,125,000 Public Shares, or 100% of the Public Shares, are redeemed for an aggregate payment of approximately $205.3 million from the Trust Account, which is a redemptions scenario that could occur.

(6) Share ownership and voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. Artemis cannot predict how many Artemis Public Stockholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Artemis Stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of the Artemis Public Stockholders to exercise redemption rights with respect to a large number of the Public Shares may not allow Artemis to complete the Business Combination, have sufficient cash available to fund PubCo’s business or optimize the capital structure of PubCo.”

(7) This table does not include earnout shares and warrants and assumes the Sponsor does not use any of its Class B Common Stock to incentivize non-redemptions.

(8) The 100% Redemption scenario assumes that Komisium will waive the Minimum Closing Cash Condition.

(9) Represents existing shares held by Komisium in PubCo that will not be redeemed at the closing.

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The dilutive effect of the Earnout Consideration and Deferred Share Consideration to the ownership table is presented below excluding the dilutive effect of PubCo Warrants:

	Post-Business Combination
	No Redemptions Scenario (PubCo)(6)			50.0% Redemptions Scenario (PubCo)(4)(6)			100.0% Redemptions Scenario (PubCo)
	Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership
Komisium – existing shares held(9)	65,000	0.07	%	65,000	0.08	%	65,000	0.08	%
Komisium – share exchange(1)	44,059,019	48.13	%	48,702,401	56.55	%	61,215,882	80.22	%
Artemis Public Stockholders	20,125,000	21.99	%	10,062,500	11.68	%	0	0.00	%
Sponsor(2)	3,412,816	3.73	%	3,412,816	3.96	%	3,412,816	4.47	%
Anchor Investors(3)	1,618,434	1.77	%	1,618,434	1.88	%	1,618,434	2.12	%
Komisium – Earnout Consideration (10)	10,000,000	10.92	%	10,000,000	11.61	%	10,000,000	13.10	%
Komisium – Deferred Share Consideration(11)	12,254,902	13.39	%	12,254,902	14.23	%	0	0.00	%
Total Shares	91,535,171	100.00	%	86,116,053	100.00	%	76,312,132	100.00	%

(10) Represents the issuance of the Earnout Consideration to Komisium upon satisfaction of certain terms and conditions as set forth in the Business Combination Agreement.

(11) Represents the issuance of the Deferred Share Consideration to Komisium upon the satisfaction of certain terms and conditions as set forth in the Business Combination Agreement.

The dilutive effect of the exercise of the PubCo Warrants to the ownership table is presented below excluding the dilutive effect of Earnout Consideration and Deferred Share Consideration:

	Post-Business Combination
	No Redemptions Scenario (PubCo)(6)			50.0% Redemptions Scenario (PubCo)(4)(6)			100.0% Redemptions Scenario (PubCo)
	Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership
Komisium – existing shares held(9)	65,000	0.07	%	65,000	0.08	%	65,000	0.09	%
Komisium – share exchange(1)	44,059,019	49.32	%	48,702,401	58.02	%	61,215,882	70.87	%
Artemis Public Stockholders	20,125,000	22.53	%	10,062,500	11.99	%	0	0.00	%
Sponsor(2)	3,412,816	3.82	%	3,412,816	4.07	%	3,412,816	3.95	%
Anchor Investors(3)	1,618,434	1.81	%	1,618,434	1.93	%	1,618,434	1.87	%
Public Warrants(12)	10,062,500	11.26	%	10,062,500	11.99	%	10,062,500	11.65	%
Private Warrants(12)	10,000,000	11.19	%	10,000,000	11.92	%	10,000,000	11.58	%
Total Shares	89,342,769	100.00	%	83,923,651	100.00	%	86,374,632	100.00	%

(12) Represents shares issuable upon the exercise of PubCo Warrants. Each PubCo Warrant will become exercisable beginning 30 days following the Closing for one PubCo Ordinary Share in accordance with the terms of the Assumed Warrant Agreement. Each assumes that all outstanding PubCo Warrants are immediately exercised for cash after completion of the Business Combination.

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The dilutive effect of the PubCo Warrants, Earnout Consideration, and Deferred Share Consideration to the ownership table is presented below:

	Post-Business Combination
	No Redemptions Scenario (PubCo)(6)			50.0% Redemptions Scenario (PubCo)(4)(6)			100.0% Redemptions Scenario (PubCo)
	Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership		Number of Shares	Percentage of Ownership
Komisium – existing shares held(9)	65,000	0.06	%	65,000	0.06	%	65,000	0.07	%
Komisium – share exchange(1)	44,059,019	39.48	%	48,702,401	45.87	%	61,215,882	63.52	%
Artemis Public Stockholders	20,125,000	18.03	%	10,062,500	9.48	%	0	0.00	%
Sponsor(2)	3,412,816	3.06	%	3,412,816	3.21	%	3,412,816	3.54	%
Anchor Investors(3)	1,618,434	1.45	%	1,618,434	1.52	%	1,618,434	1.68	%
Public Warrants(12)	10,062,500	9.02	%	10,062,500	9.48	%	10,062,500	10.44