UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of A Material Definitive Agreement
On October 26, 2023, Artemis Strategic Investment Corporation (the “Company”) and Danam Health, Inc. mutually agreed to terminate the Agreement and Plan of Merger between the parties, dated as of August 7, 2023 (as amended on September 7, 2023 (the “Merger Agreement”), pursuant to Sections 7.1 (a) and 7.2 thereof, effective as of October 26, 2023 (the “Termination”). Upon the effectiveness of the Termination, the Merger Agreement will be of no further force and effect, with the exception of the specified provisions in Section 7.2 of the Merger Agreement, which shall survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective terms.
Item 8.01 Other Events
The Company will not be able to consummate an initial business combination by November 4, 2023 (as extended from October 4, 2023 for a period of one month, by the Company’s Board of Directors (the “Board”)) (the “completion window”), and pursuant to the Company’s third amended and restated certificate of incorporation, as amended, the Board has determined to (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably possible redeem the shares of Class A common stock that were included in the units issued in the Company’s initial public offering (the “Public Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if it fails to complete its initial business combination by the end of the completion window.
In order to provide for the disbursement of funds from the Company’s trust account, on October 26, 2023, the Company instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to liquidate the securities held in the trust account. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and less net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Company’s Class A common stock (the “Redemption Amount”). All other costs and expenses associated with implementing the Company’s plan of dissolution will be funded from proceeds held outside of the trust account. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out within ten business days after October 26, 2023.
The Company intends to file a Form 15 with the Securities and Exchange Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
On October 30, 2023, the Company issued a press release announcing the Termination and the liquidation. A copy of the press release is attached as Exhibit 99.1 and incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Mutual Termination Agreement, dated October 26, 2023, by and between Artemis Strategic Investment Corporation and Danam Health, Inc. | |
| 99.1 | Press Release, dated October 30, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARTEMIS STRATEGIC INVESTMENT CORP. | ||
| By: | /s/ Philip Kaplan | |
| Name: Philip Kaplan | ||
| Title: Co-Chief Executive Officer | ||
| Dated: October 30, 2023 |
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), is made and entered into this 26th day of October, 2023 (“Effective Date”), by and among by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Purchaser”) and Danam Health, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (defined below).
RECITALS:
WHEREAS, (i) the Purchaser, (ii) ASIC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser, (iii) Artemis Sponsor, LLC, a Delaware limited liability company, (iv) Suren Ajjarapu, an individual, and (v) the Company entered into that certain Agreement and Plan of Merger, dated as of August 6, 2023, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of September 7, 2023 (as amended, the “Merger Agreement”);
WHEREAS, Section 7.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Closing upon mutual written consent of the Purchaser and the Company.
WHEREAS, the Purchaser and the Company desire to mutually terminate the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals. The above recitals are true and correct and incorporated herein by reference.
2. Termination of Stock Purchase Agreement. Effective as of the Effective Date, the Merger Agreement is hereby terminated in all respects in accordance with Sections 7.1(a) and 7.2 of the Merger Agreement and is of no further force or effect by or against any Party thereto. Accordingly, all rights and obligations of the Parties under the Merger Agreement shall cease (other than Sections 5.14, 5.15, 7.2, 7.3, 8.1 and Article IX thereof, which will survive the termination of the Merger Agreement) without any Liability on the part of any Party or any of their respective Representatives.
3. Miscellaneous.
a. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
b. Captions and section headings appearing herein are included solely for convenience of reference only and are not intended to affect the interpretation of any provision of this Agreement.
c. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.
d. This Agreement cannot be modified, or any of the terms hereof waived, except by a written instrument signed by the parties.
e. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Mutual Termination Agreement as of the day and year first above written.
| THE COMPANY: | ||
| DANAM HEALTH, INC. | ||
| By: | /s/ Suren Ajjarapu | |
| Name: Suren Ajjarapu | ||
| Title: CEO | ||
| THE PURCHASER: | ||
| ARTEMIS STRATEGIC INVESTMENT CORPORATION | ||
| By: | /s/ Philip Kaplan | |
| Name: Philip Kaplan | ||
| Title: Chief Executive Officer | ||
[Signature Page to Mutual Termination Agreement]
Exhibit 99.1
Artemis Strategic Investment Corporation Announces Termination of Merger Agreement and Liquidation
Phoenix, AZ – October 30, 2023 - Artemis Strategic Investment Corporation (the “Company”) announced today that the Company and Danam Health, Inc. have mutually agreed to terminate the Agreement and Plan of Merger between the parties, dated as of August 7, 2023 (as amended on September 7, 2023, the “Merger Agreement”), pursuant to Sections 7.1(a) and 7.2 thereof, effective as of October 26, 2023 (the “Termination”). Upon the effectiveness of the Termination, the Merger Agreement will be of no further force and effect, with the exception of the specified provisions in Section 7.2 of the Merger Agreement, which shall survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective terms.
Due to its inability to complete an initial business combination within the time period required by its third amended and restated certificate of incorporation, as amended, the Company intends to liquidate and dissolve, effective as of the close of business on October 26, 2023, and will redeem all of the outstanding shares of its Class A common stock that were included in the units issued to public stockholders in its initial public offering (“Public Shares”), at a per-share redemption price equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares.
In order to provide for the disbursement of funds from the trust account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), the trustee of the trust account, to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest-bearing account while awaiting disbursement to the holders of the Public Shares. Record holders of the Public Shares will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after October 26, 2023.
The Company’s sponsor has agreed to waive its redemption rights with respect to its founder shares issued in a private placement in connection with the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company expects to file a Form 15 with the Securities and Exchange Commission to suspend the registration of its securities under the Securities Exchange Act of 1934, as amended.
About Artemis Strategic Investment Corporation
The Company is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company is focused on partnering with companies in the gaming, sports and entertainment sectors as well as the technology and services that are associated with these verticals. Its Class A common stock, units, and warrants trade on Nasdaq under the symbols “ARTE”, “ARTEU”, and “ARTEW”, respectively. The Company’s management team has substantial experience investing in and operating businesses in multiple sectors, as well as a significant long-term track record in creatively structuring transactions to unlock and maximize value.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Philip
Kaplan
Co-Chief Executive Officer
info@artemisspac.com