CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted with the Securities and Exchange Commission on March 31, 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)

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:

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.

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 31, 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 (as the same may be 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 merger of Merger Sub with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo (the “Merger”) and (ii) 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, together with the Merger 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 $625 million. It is anticipated that, immediately following the Business Combination, (1) Artemis public stockholders will own approximately 25% of outstanding ordinary shares of PubCo, par value $0.0001 per share (“PubCo Ordinary Shares”), (2) Artemis Sponsor, LLC (“Sponsor”) and certain anchor investors in Artemis will collectively own approximately 6% of the outstanding PubCo Ordinary Shares, and (3) Komisium will own approximately 69% 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 (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”) and (b) a number of PubCo Ordinary Shares (the “Closing Share Consideration”) equal to the quotient of (x) $625 million less the Closing Cash Consideration actually paid to Komisium divided by (y) $10.20. In addition to the Closing Cash Consideration and Closing Share Consideration, Komisium may receive a maximum of additional 9,803,921 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”).

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 43 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, its shareholders may 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 43 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 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) [•] and [•], current [directors] [officers] of Artemis, will continue to 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 (iii) 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 [•], Artemis’s proxy solicitor, by calling toll free [•] (or banks and brokers can call [•]), or by emailing [•]. 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.

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 may be 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) Merger Sub will merge with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo (the “Merger”) and (ii) 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, together with the Merger 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 is attached to the accompanying proxy statement/prospectus as Annex A; 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.

 

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 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) [•] and [•], current [directors] [officers] of Artemis, will continue to 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 (iii) 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. 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 as of March 30, 2022, based on 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

 

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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

 

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 [•], Artemis’s proxy solicitor, by calling toll free [•] (or banks and brokers can call [•]), or by emailing [•]. 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://                 .

 

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

TABLE OF CONTENTS

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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.

EXCHANGE RATE INFORMATION

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

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

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

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

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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.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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:

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

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On March 30, 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 = €0.7612.

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 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 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

 

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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 as of March 30, 2022.

“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.

“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.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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

“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, 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.

“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.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

“DGCL” means the Delaware General Corporation Law.

“DTC” means The Depository Trust Company.

“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).

“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.

“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 as of March 30, 2022.

“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 Gross Closing Proceeds do not equal or exceed $50,000,000. The Minimum Closing Cash Condition may be waived by Novibet in its sole discretion.

“Nasdaq” means the Nasdaq Stock Market LLC.

“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 $0.0001 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.

 

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“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.

“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:

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

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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;

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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 Stockholders;

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

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

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

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

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foreign exchange rate;

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future financial performance, including cash flow and liquidity;

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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;

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

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

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

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

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

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intense competition and competitive pressures from other companies worldwide; and

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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?

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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.”

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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 attached to this proxy statement/prospectus as Annex A) 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?

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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.”

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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?

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A.

Artemis was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition,

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

stock purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Existing 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, April 4, 2023). Since the IPO, Artemis’s activity has been limited to the evaluation of business combination candidates.

Novibet is a rapidly-growing 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 the U.S. and 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 material 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) Merger Sub will merge with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo and (ii) Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for

​

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

the Closing Cash Consideration, Closing Share Consideration, and, if the earnout conditions are met, the Earnout Consideration.

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 Maximum Redemptions Scenario, including the dilutive effect of outstanding Artemis Warrants, would be as follows:

(1)

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. In each redemptions scenario, assumes no Earnout Consideration is issued at the Closing.

​

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

(2)

Represents shares issuable upon the exercise of Artemis Warrants. Each Artemis 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. In each redemptions scenario, assumes that all outstanding Artemis Warrants are immediately exercised for cash after completion of the Business Combination.

​

(3)

Includes 3,412,816 shares of Artemis Class B Common Stock held by the Sponsor and 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 $205.0 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.”

​

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.

​

Q.

What are the U.S. federal income tax consequences of the Business Combination to U.S. holders 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 — ,” the parties to the Business Combination intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code or as part of a transaction described under Section 351(a) of the Code to U.S. Holders (as defined below) of Artemis Common Stock and/or Artemis Class A Warrants. However, due to a lack of clear authority, the issue is not free from dobut 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 to qualify for tax-deferred treatment under Section 368(a) of the Code or Section 351(a) of the Code with respect to the exchange of Artemis Class A Common Stock and/or Artemis Warrants in the Merger.

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 — 

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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.

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

​

A.

Whether the redemption is subject to U.S. federal income tax 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 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.

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

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

million Public Shares as of March 30, 2022, based on 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 as of March 30, 2022, based on 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 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

 

13

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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.

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 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

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 aggregate fair value of Artemis Warrants that can be retained by redeeming stockholders is approximately $1,760,938. 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 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.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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, but before giving effect to 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 $50,000,000 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:

(1)

Assumes no Public Shares are redeemed and an aggregate of $50 million of Closing Cash Consideration.

​

(2)

Assumes 10,062,500 Public Shares are redeemed, representing 50% of the outstanding Public Shares, and an aggregate of $50 million of Closing Cash Consideration.

​

(3)

Assumes all Public Shares are redeemed and that no Cash Consideration is issued.

​

(4)

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

​

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

(4a)

Based on a post-transaction equity value of PubCo of approximately $776.3 million, which equals (i) approximately $831.6 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) $47,362,500 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 $676.3 million, which equals (i) approximately $831.6 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 Cash Consideration.

​

(4c)

Based on a post-transaction equity value of PubCo of the Base Scenario in the respective redemptions scenario column plus the full exercise of the Public Warrants and Private Placement Warrants for a total cash exercise price of approximately $230.7 million (or $11.50 per share).

​

(5)

Represents (i) (x) 56,372,549 PubCo Ordinary Shares and $50 million of Closing Cash Consideration issuable to Komisium in the No Redemptions Scenario (y) 61,015,931 PubCo Ordinary Shares and $2.6 million of Closing Cash Consideration issuable to Komisium in the 50.0% Redemptions Scenario, and (z) 61,274,510 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, and (iii) 5,031,250 PubCo Ordinary Shares held by the former holders of Sponsor Shares.

​

(6)

Represents the Base Scenario excluding 5,031,250 PubCo Ordinary Shares held by the former holders of Sponsor Shares.

​

(7)

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

​

(8)

Represents the Base Scenario excluding 5,031,250 PubCo Ordinary Shares held by the former holders of Sponsor Shares 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.

​

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 December 31, 2021, there was cash in the Trust Account of $205,284,883. 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

​

 

17

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 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

​

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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 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.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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.

​

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.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

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:

[•]

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, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

22

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

23

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

24

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

25

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

​

​

​

​

​

​

Post-Business Combination

​

​

Post-Business Combination

​

​

Post-Business Combination

​

​

​

​

Pre-Business Combination (Artemis)

​

​

No Redemptions Scenario (PubCo)(6)

​

​

50.0% Redemptions Scenario (PubCo)(4)(6)

​

​

100.0% Redemptions Scenario (PubCo)(5)(6)

​

​

​

​

Number of Shares

​

​

Percentage of Ownership

​

​

Number of Shares

​

​

Percentage of Ownership

​

​

Number of Shares

​

​

Percentage of Ownership

​

​

Number of Shares

​

​

Percentage of Ownership

​

Komisium(1)

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

​

​

​

56,372,549

​

​

​

​

​

55.5%

​

​

​

​

​

61,015,931

​

​

​

​

​

63.4%

​

​

​

​

​

61,274,510

​

​

​

​

​

71.0%

​

​

Artemis Public Stockholders

​

​

​

​

20,125,000

​

​

​

​

​

80.0%

​

​

​

​

​

20,125,000

​

​

​

​

​

19.8%

​

​

​

​

​

10,062,500

​

​

​

​

​

10.5%

​

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

Artemis Public Warrantholders(2)

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

​

​

​

10,062,500

​

​

​

​

​

9.9%

​

​

​

​

​

10,062,500

​

​

​

​

​

10.5%

​

​

​

​

​

10,062,500

​

​

​

​

​

11.6%

​

​

Sponsor and Anchor Investors(3)

​

​

​

​

5,031,250

​

​

​

​

​

20.0%

​

​

​

​

​

5,031,250

​

​

​

​

​

5.0%

​

​

​

​

​

5,031,250

​

​

​

​

​

5.2%

​

​

​

​

​

5,031,250

​

​

​

​

​

5.8%

​

​

Artemis Private Warrantholders(2)

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

​

​

​

10,000,000

​

​

​

​

​

9.8%

​

​

​

​

​

10,000,000

​

​

​

​

​

10.4%

​

​

​

​

​

10,000,000

​

​

​

​

​

11.6%

​

​

Total Shares

​

​

​

​

25,156,250

​

​

​

​

​

100.0%

​

​

​

​

​

101,591,299

​

​

​

​

​

100.0%

​

​

​

​

​

96,172,181

​

​

​

​

​

100.0%

​

​

​

​

​

86,368,260

​

​

​

​

​

100.0%

​

​

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

27

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

28

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

29

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

30

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

​

31

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

​

32

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Name	​	​	Position	​
George Athanasopoulos	​	​	Chief Executive Officer	​
Yannis Xirotyris	​	​	Chief Commercial Officer	​
Rodolfo Odoni	​	​	Chief Strategy Officer	​

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

34

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

35

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

​

36

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

37

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

38

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

39

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

40

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

41

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

42

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

43

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

RISK FACTORS

Unless the context otherwise requires, in this section, “Novibet”, the “Company”, “we,” “us” and “our” refer to the business and operations of Novibet prior to the Business Combination and to the business and operations of PubCo following the Business Combination. Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of PubCo following the Business Combination. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties and actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this proxy statement/​prospectus.

The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Artemis and Novibet, which later may prove to be incorrect or incomplete. PubCo and its subsidiaries and their respective businesses and operations may face additional risks and uncertainties that are not presently known to us, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Related to Novibet’s Business and Industry

Competition within the broader entertainment industry is intense and is increasing. Our existing and potential customers may be attracted to competing online gaming and sports betting options, as well as other forms of entertainment such as television, movies, sporting events and in-person casinos. If our offerings do not continue to be popular with existing customers and attract potential new customers, our ability to expand our business as we have in the past may be adversely affected, and our business, financial condition, results of operations and liquidity would be harmed.

Novibet operates in the global entertainment and gaming industries within the broader entertainment industry with its consumer-oriented offerings such as online gaming and sports betting. Our customers face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events and in-person casinos, are well-established and may be perceived by our customers to offer greater variety, affordability, interactivity and enjoyment. We will compete with these other forms of entertainment for the discretionary time and income of our customers. If we are unable to sustain sufficient interest in our online gaming and sports betting platforms in comparison to other forms of entertainment, including new forms of entertainment, our business model may not continue to be viable.

Our success depends in part on our ability to anticipate and satisfy customer preferences in a timely manner. As we will operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new offerings and identify future product offerings that complement our existing platforms, respond to our customers’ needs and improve and enhance our existing platforms to maintain or increase our customer engagement and growth of our business. We may not be able to compete effectively unless our product selection keeps up with trends in the digital sports entertainment and gaming industries in which we compete, or trends in new gaming products.

Since the online gaming and sports betting industry is characterized by dynamic customer demand and technological advances, resulting in intense competition among online gaming, sports betting, and entertainment providers. A number of established, well-financed companies producing online gaming, sports betting and/or interactive entertainment products and services compete with our offerings, and other well-capitalized companies may introduce effective competitive services. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business. Our competitors may also develop products, features or services that are similar to ours or that achieve greater market acceptance.

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Such competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies.

Furthermore, new competitors, whether licensed or not, may enter the online gaming and sports betting industry. There has also been considerable consolidation among competitors in the entertainment and gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings and broaden their geographic scope of operations. If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, our business could suffer.

Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition, results of operations and prospects.

Our financial performance and prospects are subject to global economic conditions, in particular in Europe and the Americas, and their impact on levels of spending by our customers. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and gaming industries, which may adversely affect our business and financial condition. In the past decade, global and European economies have experienced tepid growth following the financial crisis in 2008 – 2009 and there appears to be an increasing risk of a recession due to international trade and monetary policy, the COVID-19 pandemic (including the emergence of variants of concern, such as the Delta and Omicron variants that emerged in the second half of 2021), significant consumer price inflation trends, the war in Ukraine, which may accelerate inflationary trends leading to global economic instability and significant reductions in discretionary consumer spending, and other factors. If the international economic recovery slows or stalls, particularly in Europe and in the Americas, and if these economies experience another recession or if any of the relevant regional or local economies in our current or future market areas suffers a downturn, we may experience a material adverse effect on our business, financial condition, results of operations or prospects.

In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including rising inflation and fluctuations in stock markets resulting from, among other things, trends in the economy as a whole, may reduce customers’ disposable income. Any one of these changes could have a material adverse effect on our business, financial condition, results of operations or prospects.

Our operations in Europe and planned future operations in the Americas are subject to the economic, political, regulatory, and other risks of international operations.

We conduct business in numerous countries in Europe and expect to commence operations in various countries, states and provinces in the Americas that carry high levels of currency, political, compliance and economic risk. Operations in these countries can present many risks, including volatility in gross domestic product and rates of economic growth, financial and governmental instability, cultural differences (such as employment and business practices) and the imposition of exchange and capital controls.

Instability and uncertainties arising from the global geopolitical environment and the evolving international and domestic political, regulatory, and economic landscape, including the potential for changes in global trade policies, including sanctions and trade barriers, and trends such as populism, economic nationalism and negative sentiment toward multinational companies (including gaming businesses), as well as the cost of compliance with increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying our product offerings, marketing, hiring or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins.

The European Union, the United States and other countries may implement actions, including trade actions, tariffs, export controls, and sanctions, against other countries or localities, including potentially against certain Russian government, government-related, or other entities or individuals in Russia (for example, by virtue of being on a known sanctions list) or any such entities or individuals related to or suspected of being related to actions in Ukraine, which along with any retaliatory measures could increase costs, adversely affect our operations, or adversely affect our ability to meet contractual and financial

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

obligations. In addition, in connection with the current status of international relations with Russia, particularly in light of continued escalations in conflict between Russia and Ukraine, the European Union has stated it is considering imposing enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia. The governments of other jurisdictions in which we plan to operate in the future, such as the United States and Canada, may also implement additional sanctions or other restrictive measures. These potential sanctions and export controls, as well as any responses from Russia, could adversely affect us and/or our supply chain, business partners or customers.

While these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive position, results of operations, financial condition, liquidity or prospects.

Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, has been and may continue to be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment and rising prices, or the perception by consumers of weak or weakening economic conditions, may reduce our customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as online gaming and sports betting. As a result, we cannot ensure that demand for our offerings will remain constant. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, increased inflation, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could lead to a further reduction in discretionary spending on leisure activities, such as online gaming and sports betting.

COVID-19 has affected our business and operations in a variety of ways. The pandemic restrictions have affected our business, financial condition, results of operations and prospects, including as a result of the reduction in the quantity of global sporting events, closures or restriction on business operations of various sports organizations, and a decrease in consumer spending generally, and they may continue to do so in the future. Additionally, consumers may decrease online gaming and sports betting activities as pandemic restrictions are loosened and other activities become available to them. The long-term impacts of the pandemic and related restrictions on our business and results of operations are impossible for us to predict.

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. Actions taken around the world to help mitigate the spread of COVID-19 included restrictions on travel, cancellation or postponement of sporting events, quarantines in certain areas and forced closures for certain types of public places and businesses. In 2021, variants of COVID-19, including the Delta and Omicron, emerged, causing a surge in COVID-19 cases globally and resulting in a reinstitution of many of these mitigation efforts.

COVID-19 and actions taken to mitigate its spread have had and may to continue to have an adverse impact on the economies and financial markets of many countries, including in Europe in which we operate and in the Americas in which we plan to expand our operations. COVID-19 and these actions have also had a significant impact on our business, our suppliers and our customers. The direct impact on our business, beyond disruptions in normal business operations, was driven by the suspension, postponement and cancellation of major sports seasons and events. While many sports have since restarted, some have been played on a reduced or uncertain schedule, and there can be no assurance that sports seasons and events will not be canceled or further impacted again due to the ongoing COVID-19 pandemic and the impact of new variants, such as the BA.2 subvariant of Omicron. These measures may adversely impact our relationships with existing and potential new business partners globally, our employees and operations and the operations of our business partners, and may negatively impact our business. Our sports betting revenues are dependent on interest in sporting events, which sporting events have been, and may be in the future, substantially limited during COVID-19 related business shutdowns, including the cancellation or postponement of

 

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sporting events. In addition, any future travel restrictions could impact our relationships with existing or potential new partners in Europe and the Americas. Relatedly, if a large number of our employees and/or a subset of our key employees and executives are impacted by future COVID-19 variants which could result in their inability to work for our business for an extended period of time, Novibet’s ability to continue to operate effectively may be negatively impacted.

In recent periods coinciding with the COVID-19 pandemic, we have seen significant growth in online sports betting and casino gaming revenues from existing and new customers, as the COVID-19 pandemic and the lockdowns and stay-at-home or shelter-in-place orders for the general populace in many jurisdictions have accelerated the shift to online commerce and online entertainment. As government restrictions ease, this trend may not continue or could even be reversed as customers may seek to spend their entertainment dollars through physical participation and not online gaming activities, potentially resulting in a decrease in our share of the entertainment wallet. These effects make the comparison of our current and historical performance very difficult. In particular, the growth or otherwise in our active wagering customer numbers and our revenues may be skewed higher and hence our historic growth may not be a useful or accurate guide to our expected future performance.

There is no certainty that any actions taken by us will be sufficient to mitigate the risks posed by the COVID-19 pandemic (including potential subsequent waves or new variants or strains of the virus such as the BA.2 subvariant of Omicron) or that any of the governmental and societal factors arising therefrom (such as the provision of governmental economic stimulus checks to consumers and the general trend towards online commerce that has benefited all-digital businesses) will continue to be of benefit to us. These factors related to COVID-19 are beyond our control and, as a result, we are unable to predict the ultimate impact, both in terms of severity and duration, that the COVID-19 pandemic will have on our business, operating results, cash flows and financial condition. As the COVID-19 pandemic continues to evolve, the ultimate extent of the impact on our business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the pandemic, the pandemic’s impact on global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic in the European Union, in markets we plan to expand our operations such as in the Americas, and national, provincial/state/regional and local responses elsewhere around the world that may negatively impact markets we operate in.

Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a result of negative publicity, our business and operating results may be harmed.

We believe that developing, maintaining and enhancing our brands, notably our Novibet and NoviLadies brands, is critical to achieving and maintaining widespread acceptance of our products and services, attracting new customers, retaining existing customers, persuading existing customers to adopt additional products and services and hiring and retaining our employees. We believe that the importance of our brand will increase as competition in our markets further intensifies. Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, our ability to provide high-quality, reliable and cost-effective products and services, the perceived value of our products and services and our ability to provide quality customer support. Brand promotion activities require us to make substantial expenditures. To date, we have made significant investments in the promotion of our brands, including more than 100 Novibet brand partnerships with casinos worldwide, as well as an exclusive partnership for the territories of Greece and Cyprus with a professional basketball player who plays for the Milwaukee Bucks of the National Basketball Association. The promotion of our brand, however, may not generate customer awareness or increase revenue to the extent we anticipate, or at all, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.

We operate in a public-facing industry where negative publicity, including from our customers, whether or not justified, can spread rapidly through, among other things, social media. To the extent that we are unable to respond timely and appropriately to negative publicity or to the extent our responses to negative publicity are not fairly published or not positively received, our reputation and brands could be harmed. Moreover, even if we are able to respond in a timely and appropriate manner, we cannot predict how negative publicity may affect our reputation and business.

 

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We, our employees and our partners, such as casino and sports book providers and marketing affiliates, also use social media to communicate externally. There is risk that the use of social media by us, our employees or our partners to communicate about our business or for any other purpose even in a personal capacity may give rise to negative publicity or to liability or result in public exposure of personal data of our employees, partners or customers, each of which could affect our reputation, revenue, business, results of operations and financial condition.

We have experienced and expect to continue to experience fluctuations in our operating results, which makes our future results difficult to predict and could cause our operating results to fall below expectations.

Novibet’s semi-annual financial results have fluctuated in the past and we expect PubCo’s financial results to fluctuate in the future. These fluctuations may be due to a variety of factors, such as the impacts of the COVID-19, regulatory changes, and short term micro and macro-economic factors impacting consumer discretionary income some of which are outside of our control and may not fully reflect the underlying performance of our business.

PubCo’s financial results in any given reporting period may be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including the impact of seasonality and our betting results, the impact of COVID-19 and actions taken to mitigate the spread and the other risks and uncertainties set forth herein. In particular, our sports-betting operations will have significant exposure to, and may be materially impacted by, the cancellation or postponement of sporting events and sporting seasons and the level of performance of popular players and teams, which can result in short-term volatility in betting win margins and customer engagement, thus impacting revenues. Furthermore, we believe that significant sporting events, such as playoffs and championship games, tend to impact, among other things, revenues from operations, customer activity and other key metrics, and as such, Novibet’s historical revenues generally have been highest in the fourth quarter of each year. A majority of Novibet’s current sports betting revenue is and will continue to be generated from bets placed on, or contests relating to, the worldwide sports events of soccer, basketball and tennis. We have experienced, and may continue to experience, revenue decreases during the off-season periods for these sports. Our revenues may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup, or the cancellation of sporting events and races. In addition, certain individuals or teams advancing or failing to advance, and their scores and other results within specific tournaments, games or events, may impact our financial performance.

As part of our online casino product offering, we offer progressive jackpot games. Each time a progressive jackpot game is played, a portion of the amount wagered by the customer is contributed to the jackpot for that specific game or group of games. Once a jackpot is won, the progressive jackpot is reset with a predetermined base amount. While we maintain a provision for these progressive jackpots, the cost of the progressive jackpot payout would be a cash outflow for the business in the period in which it is won with a potentially significant adverse effect on our financial condition and cash flows. Because winning is underpinned by a random mechanism, we cannot predict with absolute certainty when a jackpot will be won. In addition, Novibet currently does not insure against random outcomes or jackpot wins.

Consumer engagement with our online sports betting and casino products therefore may decline or fluctuate as a result of the factors discussed above and general risks of staying competitive in a highly competitive and crowded industry, including, our customer’s level of satisfaction with our various betting platforms, our ability to continually adapt, improve and innovate, outages and disruptions of online services, our marketing and advertising efforts to capture customer wallet share, among others. Any decline or fluctuation in the recurring portion of our business may have a negative impact on our business, financial condition, results of operations or prospects.

Historical financial data for our business presented in this proxy statement/prospectus is not necessarily indicative of results our business would have achieved as a stand-alone entity for the periods presented herein.

The historical financial statements included in this proxy statement/prospectus have been prepared on a carve-out basis, to represent the financial position and performance of Novibet as if Novibet had existed on a stand-alone basis for each of the years ended December 31, 2021, 2020 and 2019 for the combined carve-out statements of profit or loss and comprehensive income, financial position, changes in equity (deficit)

 

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and cash flows, and reflect assumptions and allocations made by us. Prior to February 12, 2021, our business was owned and controlled by Sendross Ltd, before Komisium became the parent company of Novibet as part of a reorganization process that began in December 2020. The financial information of Novibet, as presented, does not necessarily reflect the financial condition and results of operations the business would have achieved as a stand-alone entity during the periods presented, or those that it will achieve in the future. See Notes 1 and 2 to the Combined Carve-Out Financial Statements for the Years Ended December 31, 2020 and 2019 on pages F-29 and F-30 for a further discussion on the reorganization and accounting treatment.

Our projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations in multiple jurisdictions. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

PubCo will operate in rapidly changing and competitive industries and our projections will be subject to the risks of, and assumptions made by management with respect to, our industries. Operating results are difficult to forecast because they generally depend on our assessment of the timing of adoption of future legislation and regulations by different members of the European Union, the U.S. and foreign jurisdictions, which are uncertain and are to a certain extent subject to fluctuating political opinion and the shifting or increasing expectations of various regulators in certain jurisdictions. Furthermore, if we invest in the development of new products or distribution channels that do not achieve significant commercial success or decide to exit other markets like our discontinuance of operations in the United Kingdom, whether because of competition, regulatory changes or otherwise, we may not recover the often substantial “up front” costs of developing and marketing those products and distribution channels or entering those markets, or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels or markets.

Additionally, as described above under “— Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects,” our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. If actual results differ from our estimates, analysts may negatively react and our stock price could be materially impacted.

Our business depends on the success, including win or hold rates, of existing or future online gaming and sports betting products, which rely on a variety of factors and are not completely controlled by us.

The online gaming and sports betting industries are characterized by an element of chance. Accordingly, Novibet employs theoretical win rates to estimate what a certain type of casino game or sports bet, on average, will win or lose in the long run. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our casino games and sports betting we offer to our customers. Novibet uses the hold  percentage as an indicator of an online game’s or sports bet’s performance against its expected outcome. Although each casino game or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates (hold percentages) may also (depending on the game or sports bet involved) be affected by the spread of limits and factors that are beyond our control, such as a customer’s skill, experience and behavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent gambling. As a result of the variability in these factors, the actual win rates on our online games and sports bets may differ from the theoretical win rates we have estimated and could result in the winnings of our game’s or sports bet’s customers exceeding those anticipated. The variability of win rates (hold rates) also have the potential to negatively impact our financial condition, results of operations and cash flows.

Our financial prospects may suffer if we are unable to develop successful offerings or if we fail to pursue additional offerings. In addition, if we fail to make the right investment decisions in our offerings and technology platform, we may not attract and retain key customers and our revenue and results of operations may decline.

Novibet commenced operations in 2011 with a singular focus on the consumer online gaming and wagering industry and has primarily focused its efforts in the last decade on growing and expanding on its product offerings.

 

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In 2010, Novibet launched its sportsbook offering. In recent years, Novibet has rapidly expanded its geographical reach and we anticipate expanding further as we pursue our growth strategies.

The industry in which we operate is subject to rapid and frequent changes in standards, technologies, products and service offerings, as well as in customer demands and expectations and regulations. We must continuously make decisions regarding which offerings and technology to invest in to meet customer demand in compliance with evolving industry standards and regulatory requirements and must continually introduce and successfully market new and innovative technologies, offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement. Our ability to engage, retain, and increase our customer base and to increase our revenue will depend heavily on our ability to successfully create new offerings, both independently and together with third parties. We may introduce significant changes to our existing platforms and offerings or develop and introduce new and unproven products, with which we have little or no prior development or operating experience. The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well received by customers, even if well-reviewed and of high quality. If we are unable to develop technology and products that address customers’ needs or enhance and improve our existing platforms and offerings in a timely manner, that could have a material adverse effect on our business, financial condition, results of operations and prospects.

Although we intend to continue investing in our research and development efforts, if new or enhanced offerings fail to engage our customers or partners, we may fail to attract or retain customers or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative. Creating additional offerings can also divert our management’s attention from other business issues and opportunities. Even if our new offerings attain market acceptance, those new offerings could exploit the market share of our existing product offerings or share of our customers’ wallets in a manner that could negatively impact their ecosystem. Furthermore, such expansion of our business increases the complexity of our business and places a significant strain on our management, operations, technical systems and financial resources and we may not recover the often-substantial up-front costs of developing and marketing new offerings, or recover the opportunity cost of diverting management and financial resources away from other offerings. In the event of continued growth of our operations, products or in the number of third-party relationships, we may not have adequate resources, operationally, technologically or otherwise to support such growth and the quality of our platforms, offerings or our relationships with third parties could suffer. In addition, failure to effectively identify, pursue and execute new business initiatives, or to efficiently adapt our processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition, results of operations and prospects.

Any new offerings may also require our customers to utilize new skills to use our platform. This could create a lag in adoption of new offerings and new customer additions related to any new offerings. To date, new offerings and enhancements on our existing platforms have not hindered our customer growth or engagement, but that may be the result of a large portion of our customer base being in a younger demographic and more willing to invest the time to learn to use our products most effectively. To the extent that future customers, including those in older demographics, are less willing to invest the time to learn to use our products, and if we are unable to make our products easier to learn to use, our customer growth or engagement could be affected, and our business could be harmed. We may develop new products that increase customer engagement and costs without increasing revenue.

Additionally, we may make bad or unprofitable decisions regarding these investments. If new or existing competitors offer more attractive offerings, we may lose customers or customers may decrease their spending on our platforms. New customer demands, superior competitive offerings, new industry standards or changes in the regulatory environment could render our existing offerings unattractive, unmarketable or obsolete and require us to make substantial unanticipated changes to our platforms or business model. Our failure to adapt to a rapidly changing market or evolving customer demands could harm our business, financial condition, results of operations and prospects.

 

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Our growth will depend on our ability to attract and retain customers, and the loss of our customers, failure to attract new customers in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results of operations and prospects.

Our ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new customers to our offerings, retain existing customers of our offerings and reactivate customers in a cost-effective manner. Achieving growth in our community of customers may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment. We expect to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve our objectives. For paid marketing, we intend to leverage a broad array of advertising channels, including television, radio, social media platforms, such as Facebook, Instagram and Twitter, affiliates and paid and organic search, and other digital channels, such as mobile display and programmatic platforms. If the search engines on which we rely modify their algorithms, change their terms around gaming and sports betting, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer customers may click through to our website. If links to our website are not displayed prominently in online search results, if fewer customers click through to our website, if our other digital marketing campaigns are not effective, or if the costs of attracting customers using any of our current methods significantly increase, then our ability to efficiently attract new customers could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.

In addition, our ability to increase the number of customers of our offerings will depend on continued customer adoption of online gaming and online sports betting generally. Growth in the online gaming and online sports betting industries and the level of demand for and market acceptance of our product offerings will be subject to a high degree of uncertainty. We cannot assure that consumer adoption of our product offerings will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and we modify our platform to comply with those standards, we may need customers to take certain actions to continue playing, such as performing age verification checks or accepting new terms and conditions. Customers may stop using our product offerings at any time, including if the quality of the customer experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings.

Negative events or negative media coverage relating to, or a declining popularity of, online gaming, sports betting, the underlying sports or athletes, or online sports betting in particular, or other negative coverage, may adversely impact our ability to retain or attract customers, which could have an adverse impact on our business.

Public opinion can significantly influence our business. Unfavorable publicity regarding us, for example, our products, product quality, litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships (including brand partnerships) or the underlying sports (including declining popularity of the sports or athletes) could seriously harm our reputation. In addition, a negative shift in the perception of online gaming and sports betting by the public or by politicians, lobbyists or others could affect future legislation of online gaming and sports betting, which could cause jurisdictions to abandon proposals to legalize online gaming and sports betting, thereby limiting the number of jurisdictions in which we can operate. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also lead to new restrictions on or to the prohibition of online gaming or sports betting in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement and loyalty of our customer base and result in decreased revenue or slower customer growth rates, which could seriously harm our business.

Participation in the sports betting industry will expose us to trading, liability management and pricing risk. We may experience lower than expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any failure of our sports risk management processes.

Novibet’s fixed-odds betting products involve betting where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the

 

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bookmaker over a large number of events and therefore, over the long term, our gross win percentage has remained fairly constant. However, there can be significant variation in gross win  percentage event-by-event and day-by-day. Novibet has systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure, and consequently our exposure to this risk in the future. As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience (and Novibet has from time to time experienced) significant losses with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. Odds compilers and risk managers are capable of human error, thus even allowing for the fact that a number of betting products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses on a gross-win basis could have a material adverse effect on our business, financial condition and results of operations. In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), this too would impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.

As our business includes significant international operations, we are likely to be exposed to foreign currency transaction and translation risks. As a result, changes in the valuation of the euro in relation to other currencies could have positive or negative effects on our profitability and financial position.

Novibet’s global operations are likely to expose PubCo to foreign currency transaction and translation risks. Currency transaction risk occurs in conjunction with purchases and sales of products and services that are made in currencies other than the local currency of the subsidiary involved (for example, if the parent company pays or transfers U.S. dollars to a subsidiary in order to fund its expenses in local currencies). Currency translation risks occurs when the income statement and balance sheet of a foreign subsidiary is converted into currencies other than the local currency of the company involved (for example when the results of these subsidiaries are consolidated in the results of a parent company with a different reporting currency). As a result, Novibet has historically been, and PubCo is expected to be, exposed to adverse movements in foreign currency exchange rates, which may adversely impact PubCo’s financial position and results of operations.

As we continue to expand our global presence, a significant portion of our revenues, operating expenses and assets and liabilities may be denominated in currencies other than the euro, and therefore subject to foreign currency fluctuation once consolidated in PubCo, whose functional currency is expected to be the euro. PubCo will face exposure to currency exchange rates as a result of the growth in its non-euro denominated operating expense outside the European Union (the “EU”). For example, an increase in the value of non-euro currencies against the euro could increase costs for delivery of our offerings and also increase cost of local operating expenses and procurement of materials or services that Novibet must purchase in foreign currencies by increasing labor and other costs that are denominated in such local currencies. These risks related to exchange rate fluctuations may increase in future periods as PubCo’s operations outside of the euro expand.

PubCo’s foreign currency exposure will reflect Novibet’s historical operations, which have been primarily in euros. See “Novibet Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Exchange Rate Risk.” Novibet has not historically hedged its foreign currency transaction or translation exposure, though PubCo may consider doing so in the future. Foreign currency exchange rate volatility, as well as the cost of any hedging arrangements entered into in the future, may negatively affect PubCo’s financial position and results of operations, and may adversely impact the comparability of results between periods.

Risks Related to Novibet’s Growth and Expansion Strategy

We plan to continue expanding into new markets, with different regulatory regimes and a different customer base, which will make it difficult for us to forecast our financial results, create uncertainty as to how investors will evaluate our prospects, and increase the risk that we will not be successful.

Novibet’s business plan includes expansion into several new markets by December 31, 2027, including., but not limited to, a further expansion in Europe (Belgium, France, Germany, Hungary, the Netherlands,

 

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Romania, Spain, and Sweden) and into new regulated markets in the Americas, including Canada (Ontario) and the United States (Iowa, Indiana, Louisiana, Mississippi, Missouri, New Jersey and Pennsylvania). Each of these countries, provinces and states has a different agency regulating online gaming and sports betting, and PubCo or one of its subsidiaries will need to become licensed in most, if not all, of these new markets. Additionally, the cultural and other differences make the customer base vary from one country to another. Accordingly, it will be difficult for us to forecast our future financial results, and it will be uncertain how the impact of this expansion and the related fluctuation in our operating results will affect investors’ perceptions and expectations, which can be idiosyncratic and vary widely, with respect to our prospects. Furthermore, our strategy of continued expansion may not be successful. Consequently, our future operating performance in new markets may not be as profitable as in the countries we currently operate, which could have a negative impact on our overall future financial performance and stock price.

Execution of new market access and other similar agreements, and expansion to new territories, if pursued, will require the Company to incur significant increased costs. Further, if the Company is unable to launch it business as contemplated, or in an otherwise successful manner, its financial condition and results of operations would be adversely impacted.

We plan to continue the growth and expansion of our business, including in new markets. Operating in these new markets may require us to incur significantly greater costs than our costs of operating in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. As a result, our operations in new jurisdictions may be less successful than our operations in existing jurisdictions, impacting our overall profitability. We may not be able to successfully develop critical market presence for our brand in new geographical markets, as we may be unable to build name recognition or attract new customers. Inability to fully implement or failure to successfully execute our plans to expand our operations into new jurisdictions could have a material adverse effect on our business, financial condition and results of operations.

If we complete our expected expansions into new jurisdictions, we may be unable to manage expected spikes in customer demand for our online gaming and sports betting products. If we are unable to manage such increased demand in a timely and satisfactory way, or at all, our business, reputation and results of operations could be harmed.

Our planned continued growth and expansion into new jurisdictions is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage specialized personnel. We cannot assure you that our management will be able to manage this continued growth into new jurisdictions effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business and our product offerings. Various risks arise when companies and industries grow quickly. If our business grows too quickly, our ability to meet such increased customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our products and offerings. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business and reputation with our customers, and our cash flow and results of operations.

In certain jurisdictions into which we are currently contemplating expanding, we will rely on strategic relationships with land-based casinos, sports teams, horse tracks, event planners, and local licensing partners in order to be able to offer and market our products in certain jurisdictions. If we cannot establish and maintain these relationships, our business, financial condition and results of operations could be adversely affected.

Under some countries’ online gaming and sports betting laws, online gaming and sports betting is limited to a finite number of retail operators, such as casinos, tracks or other licensed entities who own a “skin” or “skins” under that state’s law. A “skin” is a legally-authorized license from a state to offer online gaming or online sports betting services provided by a casino. The “skin” provides a market access opportunity for

 

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mobile operators to operate in the jurisdiction pending licensure and other required approvals by the jurisdiction’s regulator. The entities that control those “skins”, and the numbers of  “skins” available, are typically determined by a country or state’s online gaming or sports betting law. In certain jurisdictions into which we are currently contemplating expanding to offer sports betting and online gaming, we will rely on a casino, track or local licensed partner in order to get a “skin.” These “skins” are what will allow us to gain access to jurisdictions where online operators are required to have a retail relationship. If we cannot establish or maintain our relationships with these local licensed entities, our relationships could terminate and we would not be allowed to operate in those jurisdictions until we enter into new ones. As a result, our business, financial condition and results of operations could be adversely affected.

Certain of our online casino game license agreements contain territorial restrictions that prohibit use in the United States, related to a previously existing federal ban on online gambling and sports betting. In light of the elimination of that federal ban we are working with our content providers to amend our contracts to permit use of their products in specific states in which we anticipate becoming licensed in the future, but we cannot assure you that we will be able to amend any or all of these contracts on terms favorable to us, or at all. If we are unable to remove these restrictions from our agreements with our material game content licensors, our ability to successfully expand our operations into U.S. markets, and therefore our prospects for growth, would be materially adversely affected.

Pursuant to various casino software licensing agreements entered into by subsidiaries of Novibet, Novibet has been granted non-exclusive software licenses for use of a suite of gaming software in different territories in which Novibet operates. Several of the agreements restrict or prohibit the use of the licensed software in specified jurisdictions where online gambling is prohibited. Many of these agreements list the U.S. as a prohibited jurisdiction due to a previously existing federal ban on online gambling and sports betting. This means that even if we are able to obtain a license to operate in one or more U.S. jurisdictions and commence operations there, we will not be permitted to offer such products to customers located in those U.S. jurisdictions unless and until we amend those agreements or enter into new ones. In May 2018, the U.S. Supreme Court struck down the Professional and Amateur Sports Protection Act of 1992 (“PASPA”) as unconstitutional. This decision has the effect of lifting federal restrictions on sports betting and thus allows U.S. states to determine by themselves the legality of sports betting. Since the repeal of PASPA, several states have legalized online sports betting. In preparation for its proposed expansion into one or more U.S. states, Novibet has contacted several of its content providers to begin the process of amending its contracts to permit the use of such providers’ contracts in specific states in which Novibet anticipates becoming licensed in the future. We cannot assure you that we will be able to amend those contracts on terms favorable to us or at all. If we are unable to amend our existing contracts with our material game content licensors to permit us to include their content in our product offerings, or to enter into new contracts with those content providers, our ability to successfully expand our operations in to U.S. markets, and therefore our prospects for growth, would be materially adversely affected.

We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

We intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new offerings and features or enhance our existing platform, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of the holders of PubCo Ordinary Shares, and our existing shareholders may experience dilution. If PubCo is unable to obtain additional capital when required, or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed.

 

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We may invest in or acquire other businesses in the future, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. Investing in or acquiring, and then integrating, other businesses will require the devotion of a significant amount of our time and resources, and could negatively impact our results of operations, financial condition and liquidity.

As part of its business strategy, Novibet may make acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. We may decide to pursue acquisitions with which our investors may not agree and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. If we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed. In addition, acquisitions may expose us to operational challenges and risks, including:

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the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and products into the PubCo’s business;

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increased indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations;

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entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions;

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diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth;

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the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and

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the ability to retain or hire qualified personnel required for expanded operations.

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Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing PubCo Ordinary Shares to fund an acquisition would cause economic dilution to existing PubCo Ordinary Shareholders. If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our PubCo Ordinary Shares unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed

We may invest or spend PubCo’s cash on hand following the consummation of the Business Combination in ways with which the PubCo Ordinary Shareholders may not agree or in ways which may not yield a return.

PubCo management will have considerable discretion in the application of its cash on hand following the consummation of the Business Combination, and PubCo’s shareholders will not have the opportunity to approve how such cash is being used. If such cash is used for corporate purposes that do not result in an increase to the value of our business, our stock price could decline.

 

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Our growth prospects depend on the legal status of real-money gaming and sports betting in various jurisdictions. Real-money gaming and sports betting is an area of regulatory focus in several jurisdictions, and legalization in some jurisdictions may not occur as we expect, or may occur at a slower pace than we anticipate. Additionally, even if regulated jurisdictions legalize real money gaming or sports betting, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate, which could adversely affect our future results of operations and make it more difficult to meet our expectations for financial performance.

Our business plan is partially based upon the expanded legalization of real money gaming and sports betting in jurisdictions beyond those in which we currently operate, and such legalization may not occur as we have anticipated. Additionally, if a large number of additional jurisdictions enact real money gaming or sports betting legislation and we are unable to obtain, or are otherwise delayed in obtaining, the necessary licenses to operate online gaming and sports betting websites in those jurisdictions, our future growth in online gaming and sports betting could be materially impaired.

As we enter into new jurisdictions, the governments in those jurisdictions may legalize real money gaming and sports betting in a manner that is unfavorable to us. As a result, we may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, certain jurisdictions require us to have a relationship with a land-based, licensed casino for online gaming sports betting access, which tends to increase our costs of revenue. Jurisdictions that have established state-run monopolies may limit opportunities for private sector participants like us. In addition, some jurisdictions also impose substantial tax rates on online gaming and sports betting revenue, in addition to sales taxes in certain jurisdictions. Tax rates that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate online gaming or sports betting, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees.

Risks Related to Novibet’s Technology Platforms and Reliance on Third Party Providers

We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. Our games and other software applications and systems, and our proprietary platform, could contain undetected errors.

Our technology infrastructure is critical to the performance of our platform and offerings and to customer satisfaction. We devote significant resources to network and data security to protect our systems and data. However, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We cannot assure you that the measures we take to prevent or hinder cyber-attacks and protect our systems, data and customer information and to prevent outages, data or information loss, fraud and to prevent or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services, will provide absolute security. Novibet has experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions have not had a material impact on Novibet, individually or in the aggregate; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which individually or all of which taken together could materially adversely affect our business, financial condition, results of operations and prospects.

Additionally, our products may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch. If a particular product offering is unavailable when customers attempt

 

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to access it or navigation through our platforms is slower than they expect, customers may be unable to place their bets or set their line-ups in time and may be less likely to return to our platforms as often, if at all. Furthermore, programming errors, defects and data corruption could disrupt our operations, adversely affect the experience of our customers, harm our reputation, cause our customers to stop utilizing our platforms, divert our resources and delay market acceptance of our offerings, any of which could result in legal liability to us or harm our business, financial condition, results of operations and prospects.

If our customer base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our customers’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the customer experience or increase our costs. As such, we could fail to continue to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies (such as the coronavirus) or other catastrophic events.

We believe that if our customers have a negative experience with our offerings, or if our brand or reputation is negatively affected, customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by unauthorized third parties or hackers, or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, deleted, encrypted or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings (including class actions), liability under laws that protect the privacy of personal data, and regulatory penalties, disruption of our operations and the services we provide to customers, damage to our reputation, and a loss of confidence in our products and offerings, which could adversely affect our business, reputation and results of operations.

The secure maintenance and transmission of customer information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our customers’ information may be lost, disclosed, accessed or taken without our customers’ consent. We have experienced cyber-attacks, attempts to breach our systems and other similar incidents in the past. For example, we have been and expect that we will continue to be subject to attempts to gain unauthorized access to or through our information systems or those we develop for our customers, whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs. To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future.

We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or

 

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transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of customer information, including customers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. In the past, we have experienced social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks, none of which to date has been material to our business; however, such attacks could in the future have a material adverse effect on our operations. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal data, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects. We continue to devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches, including notifying affected persons and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business.

We primarily rely, and we will continue to rely, on Microsoft’s cloud computing platform, Azure, to deliver our offerings to customers on our platform, and any disruption of or interference with our use of Microsoft Azure could adversely affect our business, financial condition, results of operations and prospects.

Novibet currently hosts its online gaming and sports betting platforms, and supports its operations, using Microsoft Azure, a third-party provider of cloud infrastructure services. PubCo will continue to rely on Microsoft Azure in its operation of Novibet’s business after the closing of the Business Combination. We do not, and will not, have control over the operations of the facilities or infrastructure of the third-party service providers that we use. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance will be critical to our success. Novibet has experienced, and we expect that in the future we will experience, interruptions, delays and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect our ability to meet the requirements of our customers. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage

 

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times, as we expand and the usage of our offerings increases. Any negative publicity arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings.

Our commercial agreement with BMIT Limited regarding Microsoft Azure will remain in effect until terminated by BMIT Limited or us. BMIT Limited may terminate the agreement due to breach upon no less than 10 business days prior notice, subject to a 10 business days remedy period in case of a breach that is capable of remedy. In the event that our agreement with ΒΜΙΤ is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure service providers. Although alternative providers could host our platform on a substantially similar basis to Microsoft, transitioning the cloud infrastructure currently hosted by Microsoft to alternative providers could potentially be disruptive and we could incur significant one-time costs.

Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase our costs and impair our ability to attract new customers, any of which could adversely affect our business, financial condition and results of operations.

We rely on third parties to provide products and services such as (i) validating the age and identity, and identifying the location, of our customers, (ii) processing deposits and withdrawals made by our customers into our platforms, (iii) verifying adherence to responsible gaming standards, (iv) providing us with gaming content to provide to our online gaming customers, (v) providing customer support and fraud prevention tools, (vi) in certain jurisdictions, such as Italy, providing a platform for our product offerings, (vii) providing hosting services, and (viii)  providing real-time and accurate data for sporting events, among others. If our third-party providers do not perform adequately or terminate their relationship with us, we could face fines and possible suspension or revocation of our license in one or more jurisdictions, and our business, financial condition and results of operations could be adversely affected.

We rely on third party service providers to perform various services essential to the operation of our business. There is no guarantee that these third-party service providers will perform adequately, or be effective. We rely on our geolocation and age and identity verification systems to ensure we are in compliance with certain laws and regulations, and any service disruption to those systems would prohibit us from operating our platform, and would adversely affect our business. Additionally, incorrect or misleading geolocation and age and identity verification data with respect to current or potential customers received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who should not be permitted to access them, or otherwise inadvertently denying access to individuals who should be able to access our offerings, in each case based on inaccurate determination of age, identity or geographic location. Our third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by our third-party services providers may result in their inability to accurately determine the location of our customers. Moreover, our inability to maintain our existing contracts with third-party services providers, or to replace them with equivalent third parties, may result in our inability to access geolocation and identity verification data necessary for our day-to-day operations. If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, license suspension, loss of license or other censure, and our business, financial condition and results of operations could be adversely affected.

Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our offerings.

Our platform contains software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our

 

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 intellectual property. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.

Although we monitor our use of open source software and have not subjected our platform to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.

Our growth prospects in certain jurisdictions depend upon the ability of customers to deposit funds in order to participate in our gaming and sports betting products. Payment providers in those jurisdictions may exercise independent judgment over whether our online gaming and sports betting operations comply with the requirements of local laws and regulations, and may also place independent limitations on businesses involved in the gaming industry as a whole based upon their own interpretations of regulatory or reputational risks. The inability to access sufficient payment processing resources has in the past and could in the future limit the growth of the business in those jurisdictions.

Our business depends in part on the ability of customers to deposit funds in order to utilize our online casino gaming and sports betting products. Payment providers in local jurisdictions provide this ability to our customers. These payment providers require us to comply with their operating rules as well as local laws and regulations. The payment providers set their operating rules and have discretion to interpret the rules and change them at any time. Changes to these rules, laws or regulations or how they are interpreted could have a significant impact on our business and financial results. These operating rules, laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our planned sports betting and/or online casino gaming operations. Payment providers could view us, or the sports betting and/or online casino gaming industry in general, as high risk, despite our efforts to obtain all applicable licenses or approvals. The inability to access sufficient payment processing resources has in the past, and could in the future, delay or limit the growth of our business which could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.

We rely on third-party payment processors to process deposits and withdrawals made by our customers into the platform, and if those payment processors cease to do business with us or we cannot manage those relationships or other payment-related risks, our business, financial condition and results of operations could be adversely affected.

We rely on a limited number of third-party payment processors to process deposits and withdrawals made by our customers into our platform. If any of our third-party payment processors determines or is required to cease doing business with online gaming and sports betting companies, or otherwise terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate payment processor, and may not be able to secure similar terms or replace such

 

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payment processor in an acceptable timeframe. Any suspension or termination of our arrangements with third-party payment processors would impair our customers’ ability to place wagers on our websites and through our applications, and could have a material adverse effect on our business and results of operations.

Further, the software and services provided by our third-party payment processors may not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to customers on our platform, any of which could make our platform less trustworthy and convenient and adversely affect our ability to attract and retain our customers.

Nearly all of our payments are made by credit card, debit card or through other third-party payment services, which subjects us to certain regulations and to the risk of fraud. We may in the future offer new payment options to customers that may be subject to additional regulations and risks. We are also subject to a number of other laws and regulations relating to the payments we accept from our customers, including with respect to money laundering, money transfers, privacy and information security. If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines and/or higher transaction fees and may lose our ability to accept online payments or other payment card transactions, which could make our offerings less convenient and attractive to our customers. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

For example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in numerous countries and territories each of whom may define money transmitter differently. For example, certain countries may have a more expansive view of who qualifies as a money transmitter. Additionally, we could be subject to additional laws, rules and regulations related to the provision of payments and financial services, and as we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject to will expand as well. If we are found to be a money transmitter under any applicable regulation and we are not in compliance with such regulations, we may be subject to fines or other penalties in one or more jurisdictions levied by regulators of the various countries in which we operate or will in the future operate. In addition to fines, penalties for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

Additionally, our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might prohibit us from providing certain offerings to some customers, be costly to implement or difficult to follow. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the customers on our platform violate these rules. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

We rely on third-party sports data providers for real-time and accurate data for sporting events and match fixing alerts, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Novibet relies on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events. We rely on this data to determine when and how bets are settled and rewarding customers on their prediction challenges. Novibet has experienced, and may continue to experience, errors in this data feed which may result in us incorrectly settling bets or ranking customers in their contests. If we cannot adequately resolve the issue with our customers, our customers may have a negative experience with our offerings, our brand or reputation may be negatively affected and our customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.

Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may

 

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not be able to secure similar terms or replace such providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

We rely on other third-party service providers and if such third parties do not perform adequately for content delivery, load balancing, protection against distributed denial-of-service attacks, communication, internal software and other core functions, do not in fact own the intellectual property they license to us, or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our success depends in part on our relationships with other third-party service providers. For example, we rely on third parties for content delivery, load balancing and protection against distributed denial-of-service attacks. If those providers do not perform adequately, our customers may experience issues or interruptions with their experiences. Furthermore, if any of our partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

We integrate certain technology from third parties into portions of our platform. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed.

Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results of operations.

Novibet’s business model depends upon the continued compatibility between our app and the major mobile operating systems and upon third-party platforms for the distribution of Novibet’s product offerings. If Google Play or the Apple App Store prevent customers from downloading our apps or block advertising from being delivered to our customers, our ability to grow our revenue, profitability and prospects may be adversely affected.

The substantial majority of Novibet’s customers access its online gaming and sportsbook product offerings primarily on mobile devices, and we believe that this will continue to be increasingly important to PubCo’s long-term success. Novibet’s business model depends upon the continued compatibility between our app and the major mobile operating systems. Third parties with whom Novibet does not have any formal relationships control the design of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers may also impact the ability to download apps or access specified content on mobile devices.

In addition, Novibet relies upon third-party platforms for distribution of its product offerings. The Novibet product offerings are delivered as a free application through both the Apple App Store and the Google Play Store and are also accessible via mobile and traditional websites. The Google Play store and

 

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Apple App Store are global application distribution platforms and the main distribution channels for the Novibet app. As such, the promotion, distribution and operation of the Novibet app are subject to the respective distribution platforms’ standard terms and policies for application developers, which are very broad and subject to frequent changes and interpretation. Furthermore, the distribution platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications and with all publishers.

There is no guarantee that popular mobile devices will start or continue to support or feature our product offerings, or that mobile device customers will continue to use our product offerings rather than competing products. Novibet is, and will continue to be, dependent on the interoperability of our platforms with popular mobile operating systems, technologies, networks and standards that we do not control, such as the Android and iOS operating systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers and carriers, or in their terms of service or policies that degrade our offerings’ functionality, reduce or eliminate our ability to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees or other charges related to delivering our offerings, could adversely affect our product usage and monetization on mobile devices.

Moreover, Novibet’s products require high-bandwidth data capabilities in order to place time-sensitive bets. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our customer growth, retention, and engagement may be seriously harmed. Additionally, to deliver high-quality content over mobile cellular networks, Novibet’s product offerings must work well with a range of mobile technologies, systems, networks, regulations, and standards that Novibet does not control. In particular, any future changes to the iOS or Android operating systems may impact the accessibility, speed, functionality, and other performance aspects of our platforms, which issues are likely to occur in the future from time to time. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity, or use of the internet, including laws governing internet neutrality, could decrease the demand for our products and increase our cost of doing business. Specifically, any laws that would allow mobile providers in any material jurisdiction in where we offer our products to impede access to content, or otherwise discriminate against content providers like us, such as providing for faster or better access to our competitors, over their data networks, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Furthermore, we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies, systems, networks, regulations or standards. If it becomes more difficult for our customers to access and use our platform on their mobile devices, if our customers choose not to access or use our platform on their mobile devices, or if our customers choose to use mobile products that do not offer access to our platform, our customer growth, retention and engagement could be seriously harmed.

We rely on several different marketing channels and search engines to acquire and retain customers and to promote our brands and our products. If we are not able to effectively acquire and retain customers via such channels then our business and operating results may be harmed.

The Company undertakes a variety of marketing initiatives, including traditional marketing channels (such as television, print and radio), digital marketing (such as online display advertising, search engine marketing, social media and “affiliates” marketing) and retention marketing (including via email, text messages and social media). Traditional marketing channels are by their nature difficult to measure.

Digital marketing is typically more measurable but somewhat more complex to undertake. Retention marketing is subject to customer consent which is not always granted or may be revoked. Our ability to execute on our marketing plans is subject to regulatory constraints in each market and it is not unusual for marketing-related regulations to change from time to time. If our ability to monitor and measure performance of any of these channels is compromised or if our ability to execute our plans in any of these channels is in any way inhibited then our ability to acquire and retain customers may be hampered and our business, financial condition, results of operations, cash flows and prospects may suffer.

 

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In some regions and for some brands or products, we may rely extensively on independent third-party marketers, known as “affiliates” marketers. “Affiliates” is an industry term that describes independent third-parties which assist the Company to acquire new customers and which are generally paid on a revenue-share or cost-per-acquisition basis. Despite the word “affiliate”, these are independent parties that are not otherwise affiliated with the Company in the ordinary sense of the word. Notwithstanding that in some jurisdictions for license purposes we are deemed to control or be responsible for the regulatory failings of these “affiliates” marketers, their actions in the marketing of our brands are not directly within our control and hence actions, errors, omissions or intentional malfeasance on their part may cause damage to our brands, our business, our prospects and our financial results before we are able to detect such actions, errors, omissions or intentional malfeasance and/or do anything to mitigate the effects thereof. In particular, we can be held accountable by regulatory authorities for actions by such third parties in contravention of our license in a given jurisdiction, which in turn may lead to fines, license suspension, loss of license or other censure, which may in turn harm our business, our prospects and/or our financial performance. Our agreements with such marketers are sometimes such that we are obliged to pay them an ongoing share of revenues derived from customers that they introduce to us, or sometimes such that we are required to pay them a “cost per acquisition” capitation fee for each customer introduced, or sometimes a combination of both. Such third-party “affiliates” are under no obligation to continue introducing customers to us, but we may be obliged to continue to pay them future revenue shares where applicable nonetheless.

In some regions and for some brands we may make use of search engine marketing (SEM, which is the purchase of advertising against keywords on search engines) and search engine optimization (SEO, which is the adaptation of our websites and employment of other techniques in order to achieve more favorable rankings when customers search for gambling-related keywords on search engines). Search engines such as Google regularly change their internal proprietary and confidential algorithms by which SEM and SEO operate and typically do so in ways that are not predictable as to timing or effect. If we fail to adapt our marketing methods to these changes or if our competitors do so better than we do, our business, financial condition, results of operations, cash flows and prospects may suffer.

Several of our marketing channels rely on being able to successfully track customers across different websites and apps and/or to augment our own data with additional marketing data for purposes of measuring and monitoring the effectiveness of our marketing campaigns and/or effectively adapting or executing on our marketing campaigns. The ability to do this is under threat of restrictive legislation in some jurisdictions and technology platform providers such as Google and Apple have taken steps to restrict such tracking and augmentation and we expect that further restrictions may be added in future. Such restrictions may hamper our ability to acquire or retain customers and thereby cause our business, financial condition, results of operations, cash flows and prospects to suffer.

Risks Related to Legal Compliance, Regulatory Review and Licensing and Fraud for Novibet

If we fail to detect fraud or theft related to our offerings, including by our customers and employees, our reputation may suffer, which could harm our brand and reputation and negatively impact our business, financial condition and results of operations, and can subject us to investigations and litigation.

We have in the past incurred and may incur losses from various types of financial fraud, including use of stolen or fraudulent credit card data or the use of stolen funds by customers with which to gamble on our sites, claims of unauthorized payments by a customer and attempted payments by customers with insufficient funds. Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal data, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card practices, we may be liable for use of funds on our platform with fraudulent credit card data, even if the associated financial institution approved the credit card transaction.

Acts of fraud may involve various tactics, including collusion. Successful exploitation of our systems could have negative effects on our product offerings, services and customer experience and could harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation,

 

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potentially causing a material adverse effect on our business, financial condition, results of operations and prospects. In the event of the occurrence of any such issues with our existing platform or product offerings, substantial engineering and marketing resources and management attention, may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives.

In addition, any misappropriation of, or access to, customers’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal data or for misusing personal data, which could disrupt our operations, force us to modify our business practices, damage our reputation and expose us to claims from our customers, regulators, employees and other persons, any of which could have an adverse effect on our business, financial condition, results of operations and prospects.

Despite measures we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent or suspicious transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations.

Any failure by us to comply with the anti-corruption, anti-bribery, sanctions, anti-money laundering, privacy/​personal data, gaming and marketing, responsible gambling, consumer protection and similar laws could result in legal penalties and fines, and/or negatively impact our reputation and results of operations.

Doing business on a worldwide basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include the U.K. Bribery Act 2010 (“U.K. Bribery Act”), the EU Anti Money Laundering Directives (currently in force: 6th Directive on AML/CFT), Prevention of Money Laundering Act (Cap. 373 of the Laws of Malta), Prevention of Money Laundering and Funding of Terrorism Regulations (Subsidiary Legislation 373.01), and the U.S. Foreign Corrupt Practices Act (“FCPA”), as well as other laws of the countries where we do business. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. The U.K. Bribery Act, FCPA and other applicable laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing the foreign official or official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The U.K. Bribery Act also prohibits those acting for or on behalf of us from bribing any persons (including non-foreign officials) for the purpose of obtaining or retaining business or an advantage in the conduct of business. In terms of the risk posed by foreign officials in particular, we are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We are continuously developing and maintaining policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, and any such violation could adversely affect our reputation, business, financial condition and results of operations.

Furthermore, we are required to comply with the various responsible gaming regulations of those jurisdictions where we are licensed and from which we offer gambling services. These regulations, which in some jurisdictions are constantly being scrutinized, altered and broadened by the various legislators and/or regulators, may restrict our operations and partnerships, lead to enforcement actions that may result in fines, penalties, prosecutions or other sanctions, and at times may heavily impact our operations in and

 

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revenue from a certain jurisdiction. Consumer protection legislation and regulations apply to us as well, both of those jurisdictions from which we offer our services and of those where our services are consumed by our customers. These laws and regulations may have an impact on the scope of our offering and limit it significantly.

The failure to comply with the regulatory requirements of a particular jurisdiction could impact our ability to obtain or retain licenses or permits in that jurisdiction and other jurisdictions and could cause financial institutions or other third parties to cease their relationship with us, which could have a material adverse effect on our business, results of operations and financial condition.

In December 2021, Novigroup Ltd. received a notice from the UKGC of a compliance assessment. Compliance assessments are regularly conducted by the UKGC to determine whether license holders are carrying out their activities in accordance with the terms of their license and applicable laws and regulations. The compliance assessment was conducted in late January 2022 over five days. The UKGC issued a follow up letter on February 15, 2022 indicating that in the UKGC’s view, among other things, Novigroup Ltd.’s controls and procedures did not sufficiently mitigate the risk of potential money laundering or terrorist financing and that its customer identification and interaction processes and procedures failed to identify customers who may be at risk of harm associated with gambling.

Immediately following the compliance assessment (and prior to its receipt of the aforementioned UKGC letter), on January 31, 2022, Novigroup Ltd. submitted a detailed action plan which sought to address the concerns identified by the UKGC during the compliance assessment and immediately began to implement the plan in order to provide assurance to the UKGC that those areas identified as risks were being addressed and mitigated. The plan proposed a number of measures formulated to address concerns raised including, among other things, engaging independent consultants, hiring additional personnel with relevant experience, improving anti-money laundering systems and controls and compliance functions, improving policies and systems relating to responsible gaming.

Despite Novigroup Ltd.’s submission and immediate implementation of parts of the plan, as referred to above, on February 15, 2022, the UKGC issued a letter advising that it was considering whether to open a regulatory investigation and setting out the list of its concerns following the compliance assessment. A regulatory investigation (also known as a license review) is undertaken by the UKGC for various reasons, including (but not limited to) if it has reason to suspect that activities may have been carried on in purported reliance on the license but not in accordance with a condition of the license. There are a number of potential outcomes to a regulatory investigation, including (but not limited to) revocation of the license, suspension of the license, imposition of a penalty, imposition of additional license conditions or a warning (or a combination of these outcomes). Alternatively, a regulatory investigation may conclude with a regulatory settlement, including a payment in lieu of a financial penalty. Had any such regulatory process been initiated by the UKGC, Novigroup Ltd. would have had the opportunity during that process to make detailed representations in relation to the operation of its U.K. business and its compliance processes. No further action was taken by the UKGC following the surrender of the U.K. license.

Novibet expects to continue to be subject to compliance assessments, reviews, investigations, inquiries and audits by gaming authorities and other regulators in jurisdictions in which it operates or applies for a license, which is standard practice across the regulated jurisdictions in which it operates and proposes to operate. If it is determined by relevant local regulators that Novibet is not in compliance with the requirements of a particular jurisdiction, it could be subject to regulatory action which may, once fully determined, conclude with the imposition of substantial fines and other civil or criminal penalties or otherwise incur significant costs and its ability to obtain or retain licenses or permits in that jurisdiction and in other jurisdictions could be impacted, any of which could have a material adverse effect on Novibet’s business, the results of its operations and its financial condition. Furthermore, financial institutions or other parties, including parties that Novibet relies on, or may in the future rely on, for certain of its operations, could decide to cease their business relationship with it if it is determined by regulators (after due regulatory process) that Novibet is not in compliance with applicable laws and regulations, which could also have a material adverse effect on Novibet’s business, the results of its operations and its financial condition.

The projections and prospective information included in this proxy statement/prospectus do not include any results attributable to the U.K. market, except for the first two months of 2022, which include historical

 

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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.”

Novibet’s systems and controls to restrict access to its products may fail or not be adequate.

Novibet relies on systems and controls to verify customer information and conduct know your customer (“KYC”) and anti-money laundering (“AML”) checks. These systems and controls are intended to ensure that, among other things, Novibet does not accept bets from customers using fraudulent or ill-gotten funds. Online transactions generally may also be subject to sophisticated schemes or collusion to defraud, launder money or conduct other illegal activities by third parties, including employees. While Novibet makes continuing efforts to protect itself and its customers from such activities, including AML procedures and protection from fictitious transactions, collusion and internal financial leakage, there is no assurance that such measures will be successful or will be sufficient to satisfy regulatory requirements. These systems and controls may fail or otherwise be found to be inadequate, either currently or as a result of future technological developments. Even if our technological safeguards are adequate, we may not be successful in preventing these activities due to poor human judgment of our employees. In addition, Novibet has invested significantly to ensure that it has processes in place to identify and protect vulnerable customers, including monitoring customers’ behavior to look for customers at risk, and failure of those processes could result in negative publicity or other material adverse effects on Novibet. Any of the above may result in further violations of applicable laws or regulations as well as reputational impact on Novibet. See “Summary of the Proxy Statement / Prospectus — Recent Developments — Discontinuance of United Kingdom Operations.” Any claims in respect of any such violations could have financial and/or reputational implications, as well as implications on the ability of Novibet to retain, renew or expand its portfolio of licenses, and could so have a material adverse effect on Novibet’s reputation, business, results of operations, financial condition and prospects.

We have been, and may be in the future, the subject of governmental investigations and inquiries with respect to the operation of our businesses. We are, or have been, subject to various enquiries (such as compliance assessments, annual and/or ad hoc license reviews) by the Gambling Commission of Great Britain (UKGC) (during the time when Novigroup Ltd held a remote operating license and prior to its voluntary surrender), the Malta Gaming Authority, the Agenzia Delle Dogani e dei Monopoli (Italy), and the Hellenic Gaming Commission (Greece), and National Excise License Office of the Revenue Commissioners (Ireland) which may result in sanctions ranging from a warning, license review, suspension of license to revocation of our licenses or the licenses of our executives or employees. Any sanctions or costly regulatory settlements arising from governmental investigations, inquiries, proceedings or actions could adversely affect our business. Due to the nature of applicable regulatory frameworks, sanctions or enforcement or disciplinary actions in one jurisdiction may also have adverse consequences in other jurisdictions, creating broader negative impacts on our business.

We have received, from time to time, formal and informal inquiries from government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, and we may receive such inquiries in the future, particularly as we grow and expand our operations.

Violations of existing or future regulation, regulatory orders or consent decrees could subject us to substantial monetary fines, prosecutions and other penalties that could negatively affect our financial condition and operations. This could include sanctions ranging from a warning to revocation of our licenses or the licenses of our executives or employees. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, require us to agree to additional, onerous license conditions, and/or require us to change our business practices in a manner adverse to our business.

Our business is subject to the laws of a variety of jurisdictions, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation or enforcement, or the regulatory climate applicable to our products and services, or changes in tax rules and regulations or interpretation thereof related to our products and offerings, could adversely impact our ability to operate some or all of our business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations.

We are generally subject to laws and regulations relating to online gaming and sports betting in the jurisdictions in which we conduct our business or from where we offer our services, as well as the general

 

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laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal data, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. Additionally some jurisdictions into which we may supply our services may not presently offer opportunities to obtain local licenses or may only be partially regulated and therefore more susceptible to the enactment or change of laws and regulations.

To the extent new real money gaming or sports betting jurisdictions are established or expanded, we cannot guarantee that we will be successful in penetrating such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions. If we are unable to effectively develop and operate directly or indirectly within these new jurisdictions or if our competitors are able to successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material adverse effect on our business, operating results and financial condition. Our failure to obtain or maintain the necessary regulatory approvals in such jurisdictions could have a material adverse effect on our business. See “Novibet’s Business — Regulation.” To expand into new jurisdictions, we may need to be licensed and obtain approvals of our product offerings. This is a time-consuming process that can be extremely costly. Any delays in obtaining or difficulty in maintaining regulatory approvals needed for expansion within existing jurisdictions or into new jurisdictions can negatively affect our opportunities for growth, including the growth of our customer base, or delay our ability to recognize revenue from our offerings in any such jurisdictions.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and financial results. Governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable licenses or approvals. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, internet service providers, credit card and other payment processors, advertisers and others involved in the online gaming and sports betting. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate, restrict or limit, or regulate various aspects of the online gaming and sports betting industries (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination that a jurisdiction should be blocked, or because a local license or approval may be costly for us or our business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

Failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit applied for in a particular regulated jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of license applications or cancelation or suspension of existing licenses in other regulated jurisdictions, or could cause financial institutions or other third parties to decline to provide or to stop providing services to us which we rely upon to receive payments from, or distribute amounts to, our customers, or otherwise to deliver and promote our offerings.

Compliance with the various regulations applicable to real money gaming and sports betting is costly and time-consuming. Regulatory authorities at various levels in multiple jurisdictions have broad powers with respect to the regulation and licensing of real money gaming and sports betting operations and may raise compliance assessments, undertake license reviews or initiate other regulatory actions or investigations in

 

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relation to our activities conducted in reliance on various licenses. Any regulatory investigation which may be initiated by any regulator could lead to a variety of outcomes including revocation of the license, suspension of the license, conditions or limits on our gaming licenses, the imposition of substantial fines on us and the taking of other actions, any one of which could have a material adverse effect on our business, financial condition, results of operations and prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. We will strive to comply with all applicable laws and regulations relating to our business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as suspension of or conditions imposed on a license or substantial fines and negative publicity, each of which may materially and adversely affect our business.

Any real money gaming license could be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could incur fines or experience delays related to the licensing process, which could adversely affect our operations. Our delay or failure to obtain or maintain licenses in any jurisdiction may prevent us from distributing our offerings, increasing our customer base and/or generating revenues. We cannot assure you that we will be able to obtain and maintain the licenses and related approvals necessary to conduct our online gaming and sports betting operations in all of the jurisdictions in which we currently operate or plan to operate. Any failure to maintain or renew our existing licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to taxation in a number of jurisdictions and may in the future be subject to taxation in new jurisdictions. Due to the nature of our business and our historical operating structure, changes in, or new interpretation of, tax laws, tax rules or their application or enforcement by tax authorities could result in historical or future tax liabilities and could materially affect our financial condition and results of operations.

Our tax obligations will be varied and include U.K. and international taxes due to the nature and geographic reach of Novibet’s business. The tax laws that will be applicable to our business are subject to interpretation, and significant judgment will be required in determining our worldwide provision for income taxes. In the course of our business, there will be many transactions and calculations where the ultimate tax determination is uncertain.

The gaming industry represents a significant source of tax revenue to the jurisdictions in which we will operate. Gaming companies and business-to-business providers in the gaming industry (directly and/or indirectly by way of their commercial relationships with operators) are currently subject to significant taxes and fees in addition to normal corporate income taxes, and such taxes and fees are subject to increase at any time. From time to time, various legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gaming industry. In addition, any worsening of economic conditions and the large number of jurisdictions with significant current or projected budget deficits could intensify the efforts of governments to raise revenues through increases in gaming taxes and/or other taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration or interpretation or enforcement of such laws. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Additionally, tax authorities may impose indirect taxes on internet-related commercial activity based on existing statutes and regulations which, in some cases, were established prior to the advent of the internet. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries, such as online gaming. The application of such laws may be inconsistent from jurisdiction to jurisdiction. Our in-jurisdiction activities may vary from period to period which could result in differences in nexus from period to period. As of December 31, 2021 and 2020, Novibet’s estimated contingent liability for indirect

 

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tax liabilities was zero. Novibet’s estimated contingent liability for indirect taxes represents its best estimate of tax liability for jurisdictions in which it believes taxation is probable.

We are subject to periodic review and audit by domestic and foreign tax authorities. Although we believe that our tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions Novibet has taken or that PubCo will take any adverse outcome of such a review or audit could have a negative effect on our business, financial condition and results of operations. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult.

We have been and may in the future be party to litigation and regulatory and tax audits in various jurisdictions. An adverse outcome in one or more such proceedings could adversely affect our business.

As a growing company with expanding operations, we in the past have been party to certain, and PubCo may in the future increasingly face the risk of, claims, lawsuits and other proceedings involving competition and antitrust, anti-money laundering, gaming, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters, including claims by customers. Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources, causing an adverse effect on our business, financial condition, results of operations and prospects.

Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have an adverse effect on our business, financial condition, results of operations and prospects.

Novibet follows the industry practice of restricting and managing betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; however, there is no guarantee that the jurisdictions in which we now or may in the future operate will allow operators such as Novibet to limit betting options at the individual customer level.

Similar to a credit card company managing individual risk on the customer level through credit limits, it is customary for sports betting operators to manage customer betting limits at the individual level to manage enterprise risk levels. If it were not possible to do so, the betting options could be restricted globally by regulatory actions and limits available to customers could be much lower to insulate overall risk due to the existence of a very small segment of highly sophisticated syndicates and algorithmic bettors, or bettors looking to take advantage of site errors and omissions, which could substantially decrease our profitability and financial prospects. We believe virtually all operators balance taking reasonable action from all customers against the risk of individual customers significantly harming the business viability for all operators. We cannot assure you that all jurisdictions will always allow operators to execute limits at the individual customer level, or at their sole discretion.

Palpable (obvious) errors in the posting of sports wagering odds or event times may occasionally occur in the normal course of business, sometimes for large liabilities. While it is a worldwide standard business practice to void bets associated with palpable errors or to correct the odds, there is no guarantee regulators will approve voiding palpable errors in every case.

Novibet’s sportsbook offers a huge spectrum of betting markets across dozens of sports, and the odds are set through a combination of algorithmic and manual odds making. Bet acceptance is also a combination of automatic and manual acceptance. In some cases, the odds offered on the website constitute an obvious error. Examples of such errors are inverted lines between teams, or odds that are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error. It is commonplace

 

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virtually worldwide for operators to void bets associated with such palpable errors, and in most mature jurisdictions these bets can be voided without regulatory approval at operator discretion. It is unclear long term if regulators in less mature jurisdictions will consistently approve voids or re-setting odds to correct odds on such bets. In some cases, we could be required to obtain regulatory approval to void palpable errors ahead of time. If regulators were to not allow voiding of bets associated with large obvious errors in odds making, Novibet could be subject to covering significant liabilities.

Our collection, storage and use, including sharing and international transfers, of personal data are subject to applicable data protection and privacy laws, and any actual or perceived failure to comply with such laws may harm our reputation and business or expose us to fines, civil claims (including class actions), and other enforcement action. The protection of personal data is becoming increasingly regulated and changes in applicable laws may require changes to our policies, practices, procedures and personnel which may require material expenditures and harm our financial condition and results of operations.

We are, and will increasingly become as we seek to expand our business, subject to numerous domestic and foreign laws, regulations, rules and standards, as well as associated industry standards, policies and contractual or other obligations, relating to the collection, use, storage, safeguarding, retention, security, destruction. disclosure, transfer and/or other processing of personal data (collectively, “Processing”) in the jurisdictions in which we operate (collectively, “Data Protection Requirements”). These Data Protection Requirements often vary significantly by jurisdiction. While we have taken steps to comply with Data Protection Requirements, we cannot assure you that our efforts to achieve and remain in compliance with all Data Protection Requirements have been or will continue to be fully successful. If we fail, or are perceived to have failed, to address or comply with any such Data Protection Requirements, this could result in enforcement actions against us that could include investigations, fines, penalties, audits and inspections, additional reporting requirements and/or oversight, temporary or permanent bans on all or some Processing of personal data or orders to destroy or not use personal data. Further, individuals or other relevant stakeholders could bring a variety of claims against us for our actual or perceived failure to comply with the Data Protection Requirements. Any of these events could have a material adverse effect on our reputation, business or financial condition, and could lead to a loss of actual or prospective customers, collaborators or partners; result in an inability to Process personal data or to operate in certain jurisdictions; limit our ability to develop or commercialize current or prospective offerings or services; or require us to revise or restructure our operations.

For example, the EU’s General Data Protection Regulation (“GDPR”) applies to any Processing operations carried out in the context of the activities of an establishment in the EEA, as well as to any other Processing operations relating to the offering of goods or services to individuals in the EEA and/or the monitoring of individuals’ behavior in the EEA. Also, notwithstanding the United Kingdom’s withdrawal from the EU, by operation of the so called ‘UK GDPR’ (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and as subsequently amended) (“UK GDPR”) the GDPR continues to apply in substantially equivalent form to Processing operations carried out in the context of the activities of an establishment in the United Kingdom and any other Processing relating to the offering of goods or services to individuals in the United Kingdom and/or monitoring of individuals’ behavior in the United Kingdom. Therefore, reference to the GDPR herein also refers to the UK GDPR in the context of the United Kingdom, unless the context requires otherwise. Furthermore, the GDPR provides that EEA Member States may introduce specific, supplementary requirements related to the Processing of “special categories of personal data”; as well as personal data related to criminal offenses or convictions. In the United Kingdom, the UK Data Protection Act 2018 complements the UK GDPR in this regard. This fact may lead to greater divergence on the law that applies to the Processing of such personal data across the EEA and/or United Kingdom, which may increase our costs and overall compliance risk.

The GDPR and such supplementary requirements impose stringent data privacy and security requirements. In particular, the GDPR imposes several requirements relating to ensuring there is a lawful basis for Processing personal data, extends the rights of individuals to whom the personal data relates, materially expands the definition of what is expressly noted to constitute personal data, requires additional disclosures about how personal data is to be used, imposes limitations on retention of personal data, imposes strict rules on the transfer of personal data out of the EEA/UK to most third countries, creates mandatory data

 

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breach notification requirements in certain circumstances and establishes onerous new obligations on service providers, or processors, who Process personal data simply on behalf of others. It also significantly increased penalties for noncompliance.

Additionally, following the United Kingdom’s withdrawal from the EU on January 31, 2020, and end of the post-Brexit transition period on December 31, 2020, as noted above, the United Kingdom has introduced the UK GDPR which currently makes the privacy regimes of the EEA and United Kingdom similar, though it is possible that either the European Union, and consequently those further states that make up the remainder of the EEA, or the United Kingdom could elect to change their approach and create differences in legal requirements and regulation in this area. On June 28, 2021, the European Commission issued an adequacy decision under the GDPR which allows transfers (other than those carried out for the purposes of United Kingdom immigration control) of personal data from the EEA to the United Kingdom to continue without restriction for a period of four years ending June 27, 2025. After that period, the adequacy decision may be renewed, however, only if the United Kingdom continues to ensure an adequate level of data protection. During these four years, the European Commission will continue to monitor the legal situation in the United Kingdom and could intervene at any point if the United Kingdom deviates from the level of data protection in place at the time of issuance of the adequacy decision. If the adequacy decision is withdrawn or not renewed, transfers of personal data from the EEA to the United Kingdom will require a valid ‘transfer mechanism’ and we may be required to implement new processes and put new agreements in place (such as the then-current form of the European Commission-issued Standard Contractual Clauses), to enable transfers of personal data from the EEA to the United Kingdom to continue.

Because our products and services rely on the movement of data across national boundaries, global privacy and data security concerns could result in additional costs and liabilities to us or inhibit sales of our products and/or services globally. In particular, European data protection laws, such as the GDPR, generally prohibit the transfer of personal data from the EEA, United Kingdom and Switzerland to the United States, and most other countries, known as ‘third countries’, in respect of which the European Commission or other relevant regulatory body has not issued a so-called ‘adequacy decision’, unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data. One of the primary safeguards used for transfers of personal data to the United States was the E.U.-U.S. Privacy Shield framework administered by the U.S. Department of Commerce. On July 16, 2020, the Court of Justice of the European Union, or CJEU, in a decision known as ‘Schrems II’, invalidated the EU-U.S. Privacy Shield, under which personal data could be transferred from the EEA and the United Kingdom to U.S. entities that had self-certified under the Privacy Shield. To align with the CJEU’s decision in respect of the E.U.-U.S. Privacy Shield, on September 8, 2020, the UK government similarly invalidated the use of the EU-U.S. Privacy Shield as a mechanism for lawful personal data transfers from the United Kingdom to the United States under the UK GDPR and the Swiss Federal Data Protection and Information Commissioner announced that the Swiss-U.S. Privacy Shield regime was also inadequate for the purposes of personal data transfers from Switzerland to the U.S. entities who had self-certified under the Swiss Privacy Shield. The CJEU Schrems II decision referenced above also cast doubt on the ability to use one of the primary alternatives to the E.U.-U.S. Privacy Shield and Swiss-U.S. Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer personal data to the United States and most other third countries. On June 4, 2021, the European Commission published new versions of the Standard Contractual Clauses. These must be used for all new transfers of personal data from the EEA to third countries starting September 27, 2021, and all existing transfers of personal data from the EEA to third countries relying on the existing versions of the Standard Contractual Clauses must be replaced by December 27, 2022. The implementation of the new Standard Contractual Clauses will necessitate significant contractual overhaul of our data transfer arrangements with partners, sub-processors and vendors as we expand our operations into the United States. Use of both the existing and the new Standard Contractual Clauses must, following the Schrems II decision, now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and additional supplementary technical, organizational and/or contractual measures and/or contractual provisions may need to be put in place; however, the nature of these additional measures is currently uncertain. At present, there are few if any viable alternatives to the Standard Contractual Clauses and there remains some uncertainty with respect to the nature and efficacy of such supplementary measures in ensuring an adequate level of protection of personal data. As such, our transfers of personal data to third countries may not comply with European data protection laws and may increase our exposure to the GDPR’s heightened sanctions for

 

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violations of its cross-border data transfer restrictions, including fines of up to 4% of annual global revenue or €20,000,000/​£17,500,000, whichever is higher, and injunctions against transfers. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the Standard Contractual Clauses can and cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate and/or engage providers and/or otherwise transfer personal data, it could affect the manner in which we receive and/or provide services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results and generally increase compliance risk. Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of operating our business.

In recent years, U.S. and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising. On June 20, 2019, the U.K.’s Information Commissioner (the “ICO”) published a report setting out its views on advertising technology, specifically the use of personal data in “real time bidding”, and the key privacy compliance challenges arising from it. In its report, which is a status update rather than formal guidance, several key deficiencies were noted and marked for formal regulatory action. However, in May 2020, the ICO paused its investigation into real time bidding and the advertising technology industry, as it sought to prioritize activities responding to the COVID-19 pandemic. The ICO’s investigation resumed in January 2021, and on November 25, 2021, the ICO issued an Opinion on “Data protection and privacy expectations for online advertising proposals”, which followed up on a joint statement with the United Kingdom’s Competition and Markets Authority (“CMA”) of May 18, 2021 and noted an intention that developments in the ad tech industry should operate in a data protection compliant way that ensures an appropriate level of competition. We are likely to be required to expend further capital and other resources to ensure compliance with the findings of the ICO’s final report on advertising technology, any developments from the CMA, and any relevant changing laws and regulations. While we have numerous mitigation controls in place, advertisements produced by us may be erroneously served on websites that are not suitable for the advertising content of gambling (e.g., websites predominantly aimed at children). There is also a risk that gambling advertisements are viewed by people who do not want to view them, or who have taken measures not to receive them (for example, individuals on “self-exclusion” lists). In each case this may have adverse legal and reputational effects on our business.

In the EU, rules relating to electronic direct marketing are currently set out in the ePrivacy Directive, which is likely to be replaced by a new ePrivacy Regulation. While no official time frame has been given for the ePrivacy Regulation, there will be a transition period after the ePrivacy Regulation is agreed for compliance, and commentators consider it unlikely to come into force before 2023. The ePrivacy Regulation will be directly implemented into the laws of each of the EU Member States, without the need for further enactment. When implemented, the ePrivacy Regulation is expected to alter rules on third-party cookies, web beacons and similar technology for online behavioral advertising and to impose stricter requirements on companies using these tools. Regulation of cookies and web beacons may lead to broader restrictions on our online activities, including efforts to understand followers’ Internet usage and promote ourselves to them. The current draft of the ePrivacy Regulation significantly increases fining powers to the same levels as the GDPR. Given the delay in finalizing the ePrivacy Regulation, certain regulators have issued guidance (for example., the French data protection regulator) on the requirement to seek strict opt-in, unbundled consent to use all nonessential cookies and similar technologies and the requirement to increase the standard of transparency relating to use of cookies and similar technologies. Our cookie consent management functionality and cookies notices may not meet the standards outlined in such guidance. Note that whilst ICO has updated guidance, the ePrivacy Regulation will not apply directly to the United Kingdom, as a result of Brexit. The UK Government is considering aligning the level of fines under United Kingdom law implementing the ePrivacy Directive with existing UK GDPR limits, from a much lower (£500,000 cap) base.

In the United States, the federal government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. Furthermore, the Federal Trade Commission and many state attorneys general continue to enforce federal and state consumer protection laws against companies for online

 

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collection, use, dissemination, and security practices that appear to be unfair or deceptive. Numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and processing of state residents’ personal data.

Although we have implemented certain policies and procedures, and continue to review and improve such policies and procedures, that are designed to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail, or are perceived to have failed, to comply with applicable current or future laws and regulations, we may be subject to fines, litigation, regulatory investigations and penalties (including potential suspension or loss of licenses), enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business. Fines are significant in some countries (e.g., the GDPR introduced fines of up to €20,000,000/​£17,500,000 or up to 4% of the total worldwide annual turnover of the preceding financial year (whichever is higher)) as well as litigation, compensation claims by affected individuals (including class action type litigation where individuals suffer harm), regulatory investigations and enforcement notices requiring us to change the way we use personal data.

Risk Related to Novibet Retaining Key Employees and Individuals

Continued growth and success will depend on the performance of the current and future employees of Novibet, including certain key employees. Competition for specialized employees in our industries is increasing, and that growing competition could increase our costs and adversely affect our results of operations. Recruitment and retention of these individuals is vital to growing our business and meeting our business plans. The loss of any of our key executives or other key employees, or inability to recruit and retain specialized employees, could harm our business.

We will depend on a limited number of key personnel to manage and operate our business, including Novibet’s founder and CEO, George Athanasopoulos. The leadership of Mr. Athanasopoulos has been a critical element of Novibet’s success and the departure, death or disability of Mr. Athanasopoulos or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or the loss of his services, could have a material adverse effect on our business. We are currently not protected by key man or similar life insurance covering Mr. Athanasopoulos or any other executive officers or members of senior management.

In addition, certain other of Novibet’s employees have made significant contributions to its growth and success. We believe our success and our ability to compete and grow will depend in large part on the efforts and talents of our employees and on our ability to retain highly skilled personnel. The competition for these types of personnel is intense and is increasing, and we compete with other potential employers for the services of our employees. As a result, we may not succeed in retaining the executives and other key employees that we need. Employees, particularly analysts and engineers, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. We cannot provide assurance that we will be able to attract or retain such highly qualified personnel in the future. In addition, the loss of employees or the inability to hire additional skilled employees as necessary (and in particular in specialized roles such as compliance and technology function) could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

None of our Named Executive Officers (as defined below) has an employment agreement with Novibet. Prior to the completion of the Business Combination, PubCo may enter into employment agreements with certain of its key executive officers, including the remaining Named Executive Officers (as defined below). We cannot assure you that any such agreements with PubCo will be executed, which may make it more difficult to retain the services of certain of the executive officers. The unexpected loss of services of one or more of these key employees could have a material adverse effect on our business, financial condition, results of operations and prospects.

Additionally, as we grow and develop the infrastructure of a public company, we may find it difficult to maintain Novibet’s entrepreneurial, innovative and team-based culture. Our retention and recruiting may require significant increases in compensation expense as we transition to a public company, which would

 

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adversely affect our results of operation. Moreover, there may also be disparities of wealth between those of our employees who were employees of Novibet prior to the Business Combination and those who join us after the Closing, which may harm our culture and relations among employees.

If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business could be seriously harmed.

In some jurisdictions, our key executives, certain employees or other individuals related to the business, including significant shareholders, will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations could cause the business to be non-compliant with its obligations, or imperil its ability to obtain or maintain licenses necessary for the conduct of the business. In some cases, the remedy to such situation may require the removal of a key executive or employee or significant shareholder and the mandatory redemption or transfer of such person’s equity securities, which could have an adverse effect on the overall market for our securities.

As part of obtaining real money gaming licenses, the responsible gaming authority will generally determine suitability of certain directors, officers and employees and, in some instances, significant shareholders. The criteria used by gaming authorities to make determinations as to who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions, but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any gaming authority with jurisdiction over our business were to find an applicable officer, director, employee or significant shareholder of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever our relationship with that person. Furthermore, such gaming authorities may require us to terminate the employment of any person who refuses to file required applications. Either result could have a material adverse effect on our business, operations and prospects. See “Novibet’s Business — Regulation.”

In addition, the Restated Articles provide that any Ordinary Shares or other equity securities of PubCo owned or controlled by any shareholder whom any applicable gaming regulatory authority determines is an “unsuitable person”, will be subject to mandatory sale and transfer to one or more third-party transferees.

Additionally, a gaming regulatory body may refuse to issue or renew a gaming license or restrict or condition the same, based on the past or present activities of Novibet or our current or former directors, officers, employees, shareholders or third parties with whom we have relationships, which could adversely affect our operations or financial condition. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect our directors, officers, key employees, or other aspects of the Company’s operations. To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for our operations. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction of suitability requirements of our directors, officers, key employees and shareholders. Any failure to renew or maintain our licenses or to receive new licenses when necessary would have a material adverse effect on us.

Novibet’s Intellectual Property Risks

Failure to protect or enforce our intellectual property rights, the confidentiality of our trade secrets and confidential information, or the costs involved in protecting or enforcing our intellectual property rights and confidential information, such enforcement could harm our business, financial condition and results of operations.

We will rely on trademark, copyright, patent, trade secret and domain-name-protection laws to protect our proprietary rights. Novibet has filed applications to protect the “Novibet” name in Greece and with the European Union Intellectual Property Office. In the future we may seek to protect additional intellectual property rights, which could require significant cash expenditures. However, notwithstanding any such protection, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may

 

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challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights. There can be no assurance that others will not offer products or services that are substantially similar to ours and compete with our business.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries from which our online gaming or sports betting product offerings or platforms are now or will in the future be accessible. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business, thereby harming our operating results. Furthermore, if we are unable to protect our proprietary rights or prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to more effectively mimic our offerings and service. Any of these events could seriously harm our business.

We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and offerings. Failure to maintain, renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.

Substantially all of our offerings and services use intellectual property licensed from third parties. The future success of our business may depend, in part, on our ability to obtain, retain and/or expand licenses for popular technologies and games in a competitive market. We cannot assure that these third-party licenses, or support for such licensed products and technologies, will continue to be available to us on commercially reasonable terms, or at all. In the event that we cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products that include or incorporate the licensed intellectual property.

Some of the license agreements we enter into contain minimum guaranteed royalty payments to the third party. If we are unable to generate sufficient revenue to offset the minimum guaranteed royalty payments, it could have a material adverse effect on our results of operations, cash flows and financial condition. Our license agreements generally allow for assignment in the event of a strategic transaction but contain some limited termination rights post-assignment. Certain of our license agreements grant the licensor rights to audit our use of their intellectual property. Disputes with licensors over uses or terms could result in the payment of additional royalties or penalties by us, cancellation or non-renewal of the underlying license or litigation.

The regulatory review process and licensing requirements also may preclude us from using technologies owned or developed by third parties if those parties are unwilling to subject themselves to regulatory review or do not meet regulatory requirements. Some gaming authorities require gaming manufacturers to obtain approval before engaging in certain transactions, such as acquisitions, mergers, reorganizations, financings, stock offerings and share repurchases. Obtaining such approvals can be costly and time consuming, and we cannot assure that such approvals will be granted or that the approval process will not result in delays or disruptions to our strategic objectives.

Our insurance may not provide adequate levels of coverage against claims.

We currently only have directors liability insurance but intend to maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

 

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Following the Business Combination, PubCo’s principal asset will be its interests in Novibet and its subsidiaries, and accordingly we depend on distributions from Novibet and such subsidiaries to pay taxes and expenses.

Upon consummation of the Business Combination, PubCo will be a holding company and will have no material assets other than its interests in Novibet and its subsidiaries. PubCo is not expected to have independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses, as well as dividends in the future, if any, will be dependent upon the financial results and cash flows of Novibet and its subsidiaries. There can be no assurance that Novibet and its subsidiaries will generate sufficient cash flow to distribute funds to PubCo or that applicable state law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. If Novibet and its subsidiaries do not distribute sufficient funds to PubCo to pay its taxes or other liabilities, PubCo may default on contractual obligations or have to borrow additional funds. In the event that PubCo is required to borrow additional funds, it could adversely affect PubCo’s liquidity and subject PubCo to additional restrictions imposed by lenders.

Risks Related to Artemis and the Business Combination

Artemis may not have sufficient funds to consummate the Business Combination.

As of December 31, 2021, Artemis had a cash balance of approximately $953,329 to fund its working capital requirements. If Artemis is required to seek additional capital, it would need to borrow funds from the Sponsor or other third parties to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to Artemis in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to Artemis upon completion of the Business Combination. If Artemis is unable to consummate the Business Combination because it does not have sufficient funds available, Artemis will be forced to cease operations and liquidate the Trust Account. Consequently, Artemis Public Stockholders may receive less than $10.20 per share and their Public Warrants may expire worthless.

The Business Combination remains subject to conditions that Artemis cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of conditions, including the condition that Artemis maintain at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-5(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Business Combination (which condition may not be waived by either party), the Minimum Closing Cash Condition (which may be waived by Novibet in its sole discretion), the condition that there is no legal prohibition against consummation of the Business Combination, the condition that the PubCo Ordinary Shares are approved for listing on Nasdaq upon the Closing, subject only to official notice of issuance thereof, receipt of securityholder approvals, continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the truth and accuracy (in certain cases, in all material respects) of the representations and warranties of Artemis, Novibet, PubCo, Merger Sub and Komisium made in the Business Combination Agreement, the non-termination of the Business Combination Agreement and execution and delivery of certain ancillary agreements, instruments and certificates. There are no assurances that all conditions to the Business Combination will be satisfied or that such conditions will be satisfied in the time frame expected. If the Business Combination is not consummated by the date that is nine months after the date of the Merger Agreement, or December 30, 2022, then either Artemis or Novibet may terminate the Business Combination Agreement pursuant to the terms and conditions thereof. If Artemis does not complete the Business Combination, it could be subject to several risks, including:

•

negative reactions from the financial markets, including declines in the price of the Artemis Class A Common Stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed;

​

•

the attention of its management will have been diverted to the Business Combination rather than its own operations and pursuit of other opportunities that could have been beneficial to Artemis; and

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•

time and resources will have been expended in negotiating potential initial business combinations that do not reach completion, resulting in a more limited timeframe and remaining resources to complete an initial business combination.

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The ongoing COVID-19 pandemic may adversely affect Artemis’s and Novibet’s ability to consummate the Business Combination.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

Artemis may be unable to complete the Business Combination if continued concerns relating to COVID-19 (including the Delta and Omicron variants and potential subsequent waves or new variants or strains of the virus) restrict travel and limit the ability to have meetings with potential investors or Novibet personnel. The extent to which COVID-19 impacts Artemis’s and Novibet’s ability to consummate the Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, Novibet’s and Artemis’s ability to consummate the Business Combination may be materially adversely affected.

Artemis Stockholders may not know prior to the redemption deadline or prior to the Special Meeting whether we will have satisfied the Minimum Closing Cash Condition.

If we receive valid redemption requests from holders of Public Shares prior to the redemption deadline, we may, at our sole discretion, following the redemption deadline and until the Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. We may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where we otherwise would not satisfy the Minimum Closing Cash Condition. This process could take a number of days, and there may be a period of time after the Special Meeting and before the Closing when Artemis Stockholders do not know whether we have satisfied this closing condition. Accordingly, Artemis Public Stockholders may be required to make redemption and voting decisions without knowing whether we will satisfy all of the conditions to closing the Business Combination.

Novibet’s licenses and applications for licenses in certain jurisdictions may be subject to a review procedure or an ownership change consent requirement by regulators as a result of the Business Combination, which could result in a license or application being canceled, withheld, delayed or subjected to additional requirements or conditions.

Novibet holds certain licenses and has filed certain applications for licenses to operate online gaming and sports-betting products in various jurisdictions. The regulatory bodies that oversee and issue these licenses and review such applications regularly review corporate transactions involving ownership changes to determine whether the ownership changes have any impact on current licenses held by, or applications pending with respect to, the companies involved. Such regulatory bodies also have broad discretion in determining whether to cancel existing licenses, withhold new licenses, deny or delay applications, or require the businesses to comply with additional conditions as a result of a business combination. We cannot assure you that we will be able to obtain regulatory review of our applications or licenses in a timely fashion or without any limitations as a result of the Business Combination.

The Sponsor has agreed to vote its shares in favor of the Business Combination, regardless of how the Artemis Public Stockholders vote.

In connection with the Business Combination, the Sponsor has agreed to vote its shares of Artemis Common Stock in favor of the 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. 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 as of March 30, 2022, based on public filings.

 

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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.

Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if the Sponsor agreed to vote its shares of Artemis Common Stock in accordance with the majority of the votes cast by the Artemis Public Stockholders.

Novibet, Komisium, Merger Sub, PubCo and Artemis have incurred and will incur significant transaction and transition costs in connection with the Business Combination.

Novibet, Komisium, Merger Sub, PubCo and Artemis have all incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating PubCo as a public company following the consummation of the Business Combination. PubCo may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid at Closing out of the funds in the Trust Account.

Artemis may not be able to complete the Business Combination or any other business combination within the prescribed timeframe, in which case Artemis would cease all operations, except for the purpose of winding up, and Artemis would redeem the Public Shares and liquidate. In such event, third-parties may bring claims against Artemis, and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by stockholders could be less than $10.20 per share.

Under the terms of the Existing Artemis Charter, Artemis must complete an initial business combination by the Liquidation Date. Artemis may not be able to consummate the Business Combination or any other business combination by such date. If Artemis has not completed any initial business combination by such date, it must: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 Trust Account deposits (which interest will be net of taxes payable and up to $100,000 to pay dissolution expenses) divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Artemis Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Artemis’s remaining stockholders and the Artemis Board, dissolve and liquidate, subject in each case to Artemis’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no liquidating distributions with respect to the Artemis Warrants, which will expire worthless.

In such event, third parties may bring claims against Artemis. Although Artemis has obtained waiver agreements from certain vendors and service providers (other than its independent auditors) it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims that could take priority over those of the Artemis Public Stockholders.

The Sponsor has agreed that it will be liable to Artemis if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which Artemis has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is

 

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enforceable) nor will it apply to any claims under Artemis’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Artemis has not asked the Sponsor to reserve for its indemnification obligations, it has not independently verified whether the Sponsor has sufficient funds to satisfy such obligations, and it believes that the Sponsor’s only assets are securities of Artemis. As a result, if any such claims were successfully made against the Trust Account, the funds available for Artemis’s initial Business Combination and redemptions could be reduced to less than $10.20 per Public Share. In such event, Artemis may not be able to complete its initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares.

Artemis may be a target of securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into Business Combination Agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Artemis’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected timeframe, which may adversely affect Artemis’s and Novibet’s respective businesses, financial condition and results of operation. Currently, Artemis is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Business Combination.

Artemis’s current directors and executive officers beneficially own shares of Artemis Common Stock and Artemis Warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

Artemis’s executive officers and directors and/or their affiliates beneficially own or have a pecuniary interest in shares that the Sponsor purchased prior to, or simultaneously with, Artemis’s IPO. Artemis’s executive officers and directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with Novibet or another business combination is not approved by the Liquidation Date, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $        million based upon the closing prices of Artemis Class A Common Stock and Artemis Units on Nasdaq on           , 2022. Furthermore, the Sponsor, Artemis’s officers or directors, or their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Artemis’s behalf, such as identifying and investigating possible business targets and mergers. If Artemis fails to consummate the Business Combination, it will not have any claim against the Trust Account for repayment or reimbursement. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Artemis’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of Artemis’s directors to approve the Business Combination with Novibet and to continue to pursue the Business Combination. In considering the recommendations of the Artemis Board to vote for the Business Combination Proposal and other proposals, Artemis Public Stockholders should consider these interests.

The exercise of Artemis’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interest of Artemis Stockholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Artemis to agree to amend the Business Combination Agreement, to consent to certain actions taken by Novibet or to waive rights that Artemis is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Novibet’s

 

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business, a request by Novibet to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on Novibet’s business and would entitle Artemis to terminate the Business Combination Agreement. In any of those circumstances, it would be at Artemis’s discretion, acting through the Artemis Board to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for Artemis and what they may believe is best for themselves in determining whether or not to take the requested action. While certain changes could be made without further stockholder approval, Artemis will circulate a new or amended proxy statement/prospectus and resolicit the vote of Artemis Stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

Activities taken by the Sponsor or its affiliates to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Artemis Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Artemis or its securities, the Sponsor, Novibet, Komisium, or the equity holders of Artemis and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Artemis Common Stock or vote their shares in favor of the Business Combination Proposal. Any Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the redemption price for the Public Shares, which is currently estimated to be $10.20 per share. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates at the Special Meeting and would not be redeemable by the Sponsor or its affiliates. The purpose of such share purchases and other transactions would be to decrease the number of Redemptions. In the event that the Sponsor, Artemis’s directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from Artemis Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their Public Shares.

While the exact nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including, subject to the Investors Agreement, the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the Artemis Class A Common Stock. For example, as a result of these arrangements, an investor may have the ability to effectively purchase shares of Artemis Class A Common Stock at a price lower than market and may therefore be more likely to sell the Artemis Common Stock he owns, either prior to or immediately after the Special Meeting.

In addition, if such purchases are made, the public “float” of the PubCo Ordinary Shares following the Business Combination and the number of beneficial holders of PubCo securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of PubCo securities on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for the PubCo Ordinary Shares.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Artemis will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Artemis or Novibet may refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination

 

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Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to consummate the Merger, even if such change could be said to have a material adverse effect on Novibet or Artemis, including the following events (except, in certain cases, where the change has a disproportionate effect on a party):

•

acts of war, outbreak of hostilities, military actions, sabotage, civil unrest, protests, demonstrations, insurrections, riots, terrorism, cyberattacks or geopolitical or social conditions, including any escalation or worsening thereof;

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•

earthquakes, hurricanes, tornados, disease, epidemics, pandemics (including COVID-19 or SARS-CoV-2 virus or any mutation or variation thereof, and any COVID-19 Measures (as defined in the Business Combination Agreement) or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement) or other natural or man-made disasters, public health emergencies or weather conditions;

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•

changes or proposed changes in Applicable Law (as defined in the Business Combination Agreement) (or any interpretation thereof) after the date of the Business Combination Agreement;

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•

changes or proposed changes in IFRS or GAAP (or any interpretation thereof) after the date of the Business Combination Agreement;

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•

general economic, regulatory, business or tax conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States, Malta, Greece or anywhere else in the world;

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•

events or conditions generally affecting the industries or geographic areas in which the Group Companies (as defined in the Business Combination Agreement) operate;

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•

any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, unless change, event, state of facts, development or occurrence underlying such failure has resulted in a material adverse effect;

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•

any actions required to be taken, or required not to be taken, pursuant to the terms of the Business Combination Agreement or any other Transaction Agreement;

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•

any action taken, or not taken, by, or at the written request of, Artemis; or

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•

any change, event, state of facts, development or occurrence attributable to the announcement or execution, pendency, negotiation or consummation of the Business Combination (including the impact thereof on relationships with customers, suppliers, employees or governmental entities).

​

Furthermore, Artemis or Novibet may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of the PubCo Ordinary Shares and PubCo Warrants may suffer.

Delays in completing the Business Combination may jeopardize or substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Artemis expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Artemis expects to achieve from the Business Combination. In addition, the parties will have the right to terminate the Business Combination Agreement if the Business Combination is not consummated on or prior to the Outside Date (as defined in the Business Combination Agreement).

Artemis’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Artemis Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, in each case, less

 

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taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Artemis’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Artemis currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Artemis, it is possible that Artemis’s independent directors. in exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance. If Artemis’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Artemis Public Stockholders may be reduced below $10.20 per share.

If, before distributing the proceeds in the Trust Account to Artemis Public Stockholders, Artemis files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Artemis Stockholders and the per share amount that would otherwise be received by its stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Artemis Public Stockholders, Artemis files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Artemis’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by Artemis Stockholders in connection with Artemis’s liquidation may be reduced.

Artemis Stockholders may be held liable for claims by third-parties against Artemis to the extent of distributions received by them.

If Artemis is unable to complete the Business Combination or another business combination by the Liquidation Date, Artemis will cease all operations, except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Artemis cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Artemis Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more), and any liability of Artemis Stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Artemis cannot assure you that third parties will not seek to recover from Artemis Stockholders amounts owed to them by Artemis.

If Artemis is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Artemis Stockholders. Furthermore, because Artemis intends to distribute the proceeds held in the Trust Account to the Artemis Public Stockholders promptly after the Liquidation Date, this may be viewed or interpreted as giving preference to the Artemis Public Stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Artemis Board may be viewed as having breached their fiduciary duties to Artemis’s creditors and/or may have acted in bad faith, and thereby exposing itself and Novibet to claims of punitive damages, by paying Artemis Public Stockholders from the Trust Account before addressing the claims of creditors. Artemis cannot assure you that claims will not be brought against it for these reasons.

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

The Artemis Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, the Artemis Board and management conducted due diligence on Novibet and researched the industry in which Novibet operates and concluded that the Business Combination was in the best interests of Artemis Stockholders. Accordingly, investors will be relying solely on the judgment of the Artemis Board in valuing Novibet’s businesses, and the Artemis Board may not have properly valued such businesses. However, the officers and directors of Artemis have substantial experience in evaluating the operating and financial merits of

 

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companies from a wide range of industries. Furthermore, in analyzing the Business Combination, the Artemis Board conducted significant due diligence on Novibet. Based on the foregoing, the Artemis Board concluded that its members’ experience and backgrounds enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its stockholders and that Novibet’s fair market value was at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Business Combination. There can be no assurance, however, that the Artemis Board was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by the Artemis Board in approving the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

The lack of a third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their Public Shares for cash, which could potentially impact Artemis’s ability to consummate the Business Combination.

Directors and officers of Artemis have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the Artemis Board’s recommendation that Artemis Stockholders vote in favor of the approval of the Business Combination, Artemis Stockholders should be aware that Artemis’s directors and executive officers, the Sponsor, advisors and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Artemis Stockholders. These interests include:

•

At the time of our initial public offering, our Sponsor, officers, and directors entered into the Insiders Letter Agreement, pursuant to which they agreed to waive their redemption rights with respect to the Sponsor Shares and any other shares of Artemis Common Stock held by them in connection with the completion of an initial business combination. Our Sponsor and our officers and directors also agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Sponsor Shares if Artemis fails to complete a business combination by the Liquidation Date. Our Sponsor, officers, and directors did not receive separate consideration for such waivers. Due to such waivers, the value of the Sponsor Shares is dependent on the consummation of a business combination. This may incentivize the Artemis insiders to complete a business combination on terms or conditions that are not in the best interest of the Artemis Public Stockholders.

​

•

Our Sponsor owns an aggregate of 3,412,816 Sponsor Shares, which it purchased prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such Sponsor Shares will be converted into 3,412,816 PubCo Ordinary Shares. Based on the closing price of Artemis Class A Common Stock on Nasdaq of $[•] on [•], 2022, the record date for the Special Meeting, such Sponsor Shares would be worth approximately $[•]. This represents a [•]% gain on the Sponsor’s investment. If we do not consummate a Business Combination transaction by the Liquidation Date, then the Sponsor Shares will be worthless.

​

•

Given the differential in the purchase price that the Sponsor paid for the Sponsor Shares as compared to the price of the Artemis Class A Common Stock sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Artemis Public Stockholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Artemis Public Stockholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Artemis Public Stockholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

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•

Artemis’s independent directors have invested an aggregate of approximately $1 million in the Sponsor and are entitled to their pro rata portion of the Sponsor Shares and Private Placement Warrants held by the Sponsor, or an aggregate of 553,481 Sponsor Shares and 1,646,406 Private Placement Warrants.

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

•

Certain of the Artemis Anchor Investors are members of the Sponsor and, as a result of their direct or indirect beneficial interest in the Artemis Class B Common Stock, they may make a substantial profit off of the completion of a business combination even if the Artemis Public Stockholders experience a negative rate of return; moreover, 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 its shares.

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•

Simultaneously with the Closing of our initial public offering, we consummated the sale of 8,000,000 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate investment of $8 million, in a private placement to our Sponsor. Each Private Placement Warrants is exercisable commencing 30 days following the Closing, for one PubCo Ordinary Share at an initial exercise price of $11.50 per share. If we do not consummate a Business Combination transaction by the Liquidation Date, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the Artemis Public Stockholders and the Private Placement Warrants held by our Sponsor will be worthless. The Private Placement Warrants held by our Sponsor had an aggregate market value of approximately $[•] based upon the closing price of $[•] per share and $[•] per warrant, respectively, on Nasdaq on [•], 2022, the record date for the Special Meeting.

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•

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by the Liquidation Date. In such event, there will be no liquidating distributions made with respect to our Sponsor Shares or the Private Placement Warrants held by the Sponsor. In contrast, Artemis Public Stockholders will receive approximately $10.20 per share if the Trust Account is liquidated, calculated as of [•], 2022, the record date for the Special Meeting.

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•

As disclosed in the prospectus for Artemis’s IPO, the members of Artemis’s management team and its directors have also invested in the Sponsor by subscribing for units issued by the Sponsor. Through their investment in the Sponsor, these officers and directors will share in a portion of any appreciation in Sponsor Shares and Private Placement Warrants, provided that we successfully complete a business combination.

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•

It is currently contemplated that [•] and [•], current [directors] [officers] of Artemis, will continue to serve as directors of PubCo after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the PubCo Board determines to pay to its directors.

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•

If Artemis is unable to complete a business combination by the Liquidation Date, in order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Artemis if and to the extent any claims by a vendor for services rendered or products sold to Artemis, or a prospective target business with which Artemis has entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. If Artemis completes a business combination, on the other hand, PubCo will be liable for all such claims.

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•

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. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to Artemis for working capital expenses. If Artemis does not complete an initial Business Combination within the required period, Artemis may use a portion of the working capital held outside the Trust Account to repay any then outstanding working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

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•

Pursuant to the Business Combination Agreement, for a period of six years following the consummation of the Business Combination, PubCo is required to (i) maintain provisions in the Restated Articles providing for the indemnification of Artemis’s existing directors and officers and (ii) maintain a directors’ and officers’ liability insurance policy that covers Artemis’s existing directors and officers.

​

 

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

•

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination. However, if Artemis fails to consummate an initial business combination, such persons will not have any claim against the Trust Account for reimbursement and Artemis may not be able to reimburse these expenses. As of December 31, 2021, there were no reimbursable out-of-pocket expenses that are expected to be reimbursed using funds from the Trust Account at Closing.

​

As a result of the foregoing interests, the Sponsor and Artemis’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Artemis Public Stockholders. In the aggregate, the Sponsor and its affiliates have approximately $42.8 million at risk that depends upon the completion of a business combination. Such amount consists of (a) approximately $34.8 million representing the value of the Sponsor Shares (assuming a value of $10.20 per share, the deemed value of the PubCo Ordinary Shares in the Business Combination) and (b) $8 million representing the value of the Private Placement Warrants purchased by the Sponsor (using the $1.00 per warrant purchase price).

These financial interests of the officers and directors, and entities affiliated with them, may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the Proposal to vote in favor of the Business Combination Proposal and other proposals included in this proxy statement/prospectus.

Because PubCo will become a public reporting company by means other than a traditional underwritten initial public offering, PubCo’s stockholders may face additional risks and uncertainties.

Because PubCo will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling PubCo Ordinary Shares, and, accordingly, PubCo’s stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the PubCo Ordinary Shares, Artemis Stockholders must rely on the information included in this proxy statement/prospectus. Although Artemis performed a due diligence review and investigation of Novibet in connection with the Business Combination that it believed to be reasonable, the lack of an independent due diligence review and investigation increases the risk of investment in PubCo because this due diligence investigation may not have uncovered facts that would be important to a potential investor.

In addition, because PubCo will not become a public reporting company by means of at traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of PubCo. Investment banks may also be less likely to agree to underwrite follow-on or secondary offerings on behalf of PubCo than they might if PubCo became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with PubCo as a result of not having performed similar work during the initial public offering process or because of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for PubCo Ordinary Shares could have an adverse effect on PubCo’s ability to develop a liquid market for PubCo Ordinary Shares. See “— Risks Related to Ownership of PubCo Ordinary Shares and PubCo Warrants following the Business Combination — PubCo’s share price may be volatile and may decline regardless of its operating performance.”

Barclays and BMO may have a potential conflict of interest regarding the Business Combination.

Each of Barclays and BMO served as underwriters in the IPO, and, upon consummation of the Business Combination, they will be entitled to receive approximately $7,043,750 of deferred underwriting commission. The underwriters of the IPO have agreed to waive their rights to the deferred underwriting commission

 

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held in the Trust Account in the event Artemis does not complete an initial business combination by the Liquidation Date. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Artemis is therefore required to be liquidated, Barclays and BMO will not receive any of the deferred underwriting commission and such funds will be returned to the Artemis Public Stockholders upon its liquidation.

Furthermore, Barclays was engaged by Artemis as its financial and capital markets advisor in connection with the Business Combination. Artemis decided to retain Barclays as its financial and capital markets advisor based primarily on its extensive knowledge of online gaming and the sports betting industry, strong market position, positive reputation as a leading advisor in SPAC business combinations, and their experienced and capable investment banking teams. BMO also provided certain financial advisory services in connection with the Business Combination given its ongoing relationship with the Artemis team.

In addition to paying Barclays a fee upon the Closing of the Business Combination for its role as financial and capital markets advisor, Artemis agreed to reimburse Barclays for reasonable out-of-pocket expenses, including the fees and disbursements of Barclays’ outside attorneys, and to indemnify Barclays and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to its engagement. BMO will not be receiving any advisory fees in connection with its financial advisory services in connection with the Business Combination.

Both Barclays and BMO have an interest in Artemis’s completing a business combination prior to the Liquidation Date, and they both may have a potential conflict of interest given that they are entitled to the deferred portion of their underwriting compensation, and Barclays’ advisory fee is payable, only if an initial business combination is completed within the specified timeframe. In considering approval of the Business Combination, Artemis Stockholders should consider the roles of Barclays and BMO in light of this potential conflict.

Subsequent to the completion of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Artemis has conducted extensive due diligence on Novibet, Artemis cannot assure you that this diligence revealed all material issues that may be present in Novibet’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Artemis’s business and outside of their control will not later arise. As a result, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Artemis’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Artemis’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on PubCo’s liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions of PubCo or its securities. In addition, charges of this nature may cause PubCo to violate net worth or other covenants to which PubCo may be subject as a result of PubCo obtaining post-combination debt financing. Accordingly, any Artemis Stockholders who choose to remain shareholders of PubCo following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value, unless they are able to successfully claim that the reduction was due to the breach by Artemis’s officers or directors of a fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation materials, relating to the Business Combination contained an actionable material misstatement or material omission.

Artemis and Novibet have no history operating as a combined company. The unaudited pro forma condensed combined consolidated financial information may not be an indication of PubCo’s financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate PubCo and your investment decision.

Novibet and Artemis have no prior history as a combined entity and their operations have not been previously managed on a combined basis. Additionally, PubCo has been recently incorporated and has no operating history and no revenues. The unaudited pro forma condensed combined consolidated financial

 

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information for PubCo contained in this proxy statement/prospectus has been prepared using the respective consolidated historical financial statements of Novibet and Artemis, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations, including, without limitation, future revenue, or financial condition of PubCo following the Business Combination. Certain adjustments and assumptions have been made regarding Novibet and Artemis after giving effect to the Business Combination. Novibet and Artemis believe these assumptions are reasonable; however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect PubCo’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the pro forma condensed combined consolidated financial information included in this proxy statement/prospectus does not necessarily reflect PubCo’s financial condition and results of operations and the actual financial condition and results of operations of PubCo following the Business Combination may not be consistent with, or evident from, this pro forma financial information. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Business Combination or PubCo’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Novibet. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure (other than to certain parties involved in the Business Combination) or toward complying with SEC guidelines or IFRS. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Novibet and Artemis and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of PubCo’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: our ability to successfully expand into new markets and territories, currency fluctuations, including an increase in the value of the Euro against the U.S. dollar, unexpected technology failures and other business interruptions, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results. The projections and prospective information included in this proxy statement/prospectus do not include any 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 — Recent Developments — Discontinuance of United Kingdom Operations.”

If Artemis’s due diligence investigation of Novibet was inadequate, then Artemis Stockholders following the consummation of the Business Combination could lose some or all of their investment.

Even though Artemis conducted a due diligence investigation of Novibet that it believed to be reasonable, it cannot be certain that this due diligence uncovered all material issues that may be present inside Novibet or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Novibet and its business and outside of its control will not later arise.

Artemis has conducted due diligence to assess the management of Novibet’s business but cannot assure you that Novibet’s management has all the skills, qualifications or abilities necessary to manage a public company.

Artemis conducted due diligence on Novibet and its management team, but its assessment of the capabilities of Novibet’s management may prove to be incorrect and Novibet management may lack the skills, qualifications or abilities that Artemis believed the Novibet management to have. Should Novibet’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of PubCo following the Business Combination may be negatively impacted. Accordingly, any Artemis Stockholders who choose to remain stockholders of PubCo following the Business Combination could suffer a reduction in the value of their shares.

 

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Following the completion of the Business Combination, Komisium will control PubCo, and its interests may conflict with yours in the future.

It is anticipated that, upon completion of the Business Combination: (i) Artemis Public Stockholders will own approximately 25% of outstanding PubCo Ordinary Shares, (ii) the Sponsor and Artemis Anchor Investors will collectively own approximately 6% of the outstanding PubCo Ordinary Shares, and (iii) Komisium will own approximately 69% of outstanding PubCo Ordinary Shares. These percentages (w) assume that no Artemis Public Stockholders exercise their redemption rights in connection with the Merger, (x) assume Komisium receives $50 million of Closing Cash Consideration, (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 are exercised for cash at the Closing. If the actual facts are different from these assumptions, the percentage ownership and voting power in PubCo will be different.

As a result of its voting control, Komisium will effectively be able to determine the outcome of all matters requiring shareholder approval, including, but not limited to, the election and removal of directors (subject to any contractual designation rights), as well as other matters of corporate or management policy (such as potential mergers or acquisitions, payment of dividends, asset sales, and amendments to organizational documents). This concentration of ownership may delay or deter possible changes in control and limit the liquidity of the trading market for PubCo Ordinary Shares, which may reduce the value of an investment of such shares. This voting control could also deprive shareholders of an opportunity to receive a premium for their shares as part of a potential sale of PubCo. So long as Komisium or its affiliates continue to own a significant amount of PubCo’s voting power, they may continue to be able to strongly influence or effectively control its decisions. The interests of Komisium and its affiliates may not coincide with the interests of other holders of PubCo Ordinary Shares.

Artemis (or PubCo) will not have any right to make damage claims against Novibet or Novibet’s shareholders for the breach of any representation, warranty or covenant made by Novibet in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Business Combination, except for those covenants that by their terms apply or are to be performed in whole or in part after the closing, and then only with respect to breaches occurring after closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement after the closing of the Business Combination, except for covenants to be performed in whole or in part after the closing. As a result, Artemis (or PubCo) will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Novibet at the time of the Business Combination.

Artemis and Novibet will incur significant transaction and transition costs in connection with the Business Combination.

Artemis and Novibet have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Artemis and Novibet may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

During the Pre-Closing period, Artemis and the Group Companies are prohibited from entering into certain transactions that might otherwise be beneficial to Artemis, the Group Companies or their respective shareholders.

Until the earlier of the Closing of the Business Combination or termination of the Business Combination Agreement, Artemis and the Group Companies are subject to certain limitations on the operations of their businesses, each as summarized under the “The Business Combination Agreement — Conduct of Novibet Prior to Closing” and “— Conduct of Artemis Prior to Closing”. The limitations on Artemis’s and the Group

 

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Companies’ conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

Uncertainties about the Business Combination during the Pre-Closing period may cause third parties to delay or defer decisions concerning the Group Companies or seek to change existing arrangements.

There may be uncertainty regarding whether the Business Combination will occur. This uncertainty may cause third parties to delay or defer decisions concerning the Group Companies, which could negatively affect the Group Companies’ business. Third parties may seek to change existing agreements with the Group Companies as a result of the Business Combination or other reasons.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the Artemis Board will not have the ability to adjourn the Special Meeting to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

If, at the Special Meeting, the Artemis Board determines that it would be in the best interests of Artemis to adjourn the Special Meeting to give Artemis more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if Artemis would have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Business Combination, or if additional time is needed to fulfill other closing conditions), the Artemis Board will seek approval to adjourn the Special Meeting to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the Artemis Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied. In such event, the Business Combination would not be completed.

Risks Related to the U.S. Federal Income Tax Treatment of the Business Combination18

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code or as part of a transaction described in Section 351(a) of the Code, or is taxable under Section 367(a) of the Code, then the Business Combination generally would be taxable with respect to U.S. Holders of Artemis Class A Common Stock and/or Artemis Warrants.

The Merger (i) is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code (a “Section 368(a)Reorganization”) or as part of a transaction described in Section 351(a) of the Code (a “Section 351 Transaction”)., Assuming the Merger qualifies for either a Section 368(a) Reorganization or as part of a Section 351 Transaction, and subject to the limitations, exceptions and qualifications described in “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations” below, U.S. Holders and Non-U.S. Holders (each as defined in the section entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations” below) exchanging Artemis Class A Common Stock generally should not recognize gain or loss for U.S. federal income tax purposes. However, the failure of a U.S. Holder to meet certain requirements could result in the exchange of Artemis Class A Common Stock for PubCo Ordinary Shares being a taxable event. As discussed in more detail in the section entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations” below, the appropriate U.S. federal income tax treatment of Artemis Warrants in connection with the Merger is uncertain, in particular because it is unclear whether the Merger qualifies as a Section 368(a) Reorganization. There are significant factual and legal uncertainties as to whether the Merger will satisfy the requirements to qualify as a Section 368(a) Reorganization. For example, under Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Business Combination, its corporate parent) must continue, either directly or indirectly through certain controlled corporations, either a significant line of the

18

NTD: subject to review by W&C tax

​

 

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acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance directly on point as to how the above rules apply in the case of an acquisition of a corporation with investment-type assets, such as Artemis. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify as a Section 368(a) Reorganization or as part of a Section 351 Transaction, and neither Artemis nor PubCo intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Merger. Accordingly, no assurance can be given that the IRS will not assert a different position or that a court will not sustain a challenge by the IRS. Moreover, even if the Merger were to qualify as a Section 368(a) Reorganization or part of a Section 351 Transaction, Section 367(a) of the Code and the applicable Treasury Regulations promulgated thereunder provide that, where a U.S. shareholder exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. shareholder is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met, as discussed in more detail under the sections entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Holders — Additional Requirements for Tax Deferral”. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied.

If the Merger does not qualify as a Section 368(a) Reorganization or as part of a Section 351(a) Transaction, then a U.S. Holder of Artemis Class A Common Stock or Artemis Warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the closing date of the Business Combination) of PubCo Ordinary Shares and/or PubCo Warrants received in the Business Combination, over such holder’s aggregate adjusted tax basis in the corresponding Artemis Class A Common Stock and/or Artemis Warrants surrendered by such holder in the Business Combination.

Furthermore, if a U.S. Holder or Non-U.S. Holder exercises its redemption rights to receive cash from the Trust Account in exchange for a portion of its Artemis Class A Common Stock or, if such U.S. Holder or Non-U.S. Holder maintains its ownership of Artemis Warrants, all of its Artemis Class A Common Stock, such redemption may be treated as integrated with the Merger rather than as a separate transaction. In such case, cash received by such U.S. Holder or Non-U.S. Holder in the redemption may also be treated as taxable boot received in a Section 368(a) Reorganization which, depending on the circumstances applicable to such U.S. Holder or Non-U.S. Holder, may be treated as capital gain (but not loss) or dividend income. If the IRS were to assert, and a court were to sustain such a contrary position, such U.S. Holder or Non-U.S. Holder may be required to recognize more gain or income than if the redemption of Artemis Class A Common Stock was treated as a separate transaction from the exchanges pursuant to the Merger. For further discussion on the tax implications of such possible treatment, please see the discussion 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 Exercising Redemption Rights” and “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.” If you are a U.S. Holder or Non-U.S. Holder exercising your redemption rights with respect to the Artemis Class A Common Stock, you are urged to consult your tax advisor to determine the tax consequences to you if the Merger and the redemption of Artemis Class A Common Stock are to be treated as an integrated transaction for U.S. federal income tax purposes.

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 requirements for tax-deferred treatment and the application of Section 367(a) of the Code, see the section entitled “Certain Material Tax Considerations — Material United States Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of the Merger” and “Certain Material Tax Considerations — Material United States Federal Income Tax Considerations — U.S. Holders — Additional Requirements for Tax Deferral.” If you are a U.S. Holder whose Artemis Class A Common Stock and/or Artemis Warrants are exchanged in the Business Combination, you are urged to consult your tax advisor to determine the taxconsequences thereof.

 

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The IRS may not agree that PubCo should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Although PubCo is incorporated and tax resident in the United Kingdom, the IRS may assert that it should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation if it is created or organized in or under the laws of the United States, any state thereof, or the District of Columbia. Because PubCo is not so created or organized (but is instead incorporated only in the United Kingdom), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. “domestic” corporation) under these general rules. Section 7874 of the Code provides an exception under which a corporation created or organized only under foreign law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

As more fully described in the section entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of PubCo — Tax Residence of PubCo for U.S. Federal Income Tax Purposes,” based on the terms of the Business Combination, the rules for determining share ownership under Section 7874 of the Code and the Treasury Regulations promulgated thereunder (the “Section 7874 Regulations”), and certain factual assumptions, [PubCo is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code after the Business Combination.] However, the application of Section 7874 of the Code is complex, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. In addition, whether the requirements for the treatment of PubCo as a foreign corporation have been satisfied must be finally determined after the completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Accordingly, there can be no assurance that the IRS will not challenge the status of PubCo as a foreign corporation under Section 7874 of the Code or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Section 7874 of the Code PubCo’s status as a foreign corporation for U.S. federal income tax purposes, PubCo and certain PubCo Shareholders could be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on PubCo and potential future withholding taxes on certain PubCo Shareholders, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. In particular, holders of PubCo Ordinary Shares and/or PubCo Warrants would be treated as holders of stock and warrants of a U.S. corporation.

See [“Certain Material Tax Considerations — Certain United States Federal Income Tax Consideration — U.S. Federal Income Tax Treatment of PubCo — Tax Residence of PubCo for U.S. Federal Income Tax Purposes”] for a more detailed discussion of the application of Section 7874 of the Code to the Business Combination. Investors in PubCo should consult their own advisors regarding the application of Section 7874 of the Code to the Business Combination.

Section 7874 of the Code may limit the ability of Artemis to use certain tax attributes following the Business Combination, increase PubCo’s U.S. affiliates’ U.S. taxable income or have other adverse consequences to PubCo and PubCo’s shareholders.

Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Section 7874 of the Code. In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, and after the acquisition the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 of the Code may apply.

 

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If these rules apply to the Merger, PubCo and certain of PubCo’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by PubCo include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” ​(including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation held thereby at a rate of 20%.

As more fully described in the section entitled “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of PubCo — Utilization of Artemis’s Tax Attributes and Certain Other Adverse Tax Consequences to PubCo and PubCo’s Shareholders,” based on the terms of the Business Combination, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations (as defined above), and certain factual assumptions, [PubCo is not currently expected to be subject to these rules under Section 7874 of the Code after the Business Combination.] The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in such U.S. tax laws and regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge whether PubCo is subject to the above rules or that such a challenge would not be sustained by a court.

However, even if PubCo is not subject to the above adverse consequences under Section 7874 of the Code, PubCo may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Business Combination. If PubCo were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Business Combination, the Section 7874 Regulations would exclude certain shares of PubCo attributable to the Business Combination for purposes of determining the Section 7874 Percentage (as defined in “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of PubCo — Tax Residence of PubCo for U.S. Federal Income Tax Purposes”) of that subsequent acquisition, making it more likely that Section 7874 of the Code will apply to such subsequent acquisition.

See “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of PubCo — Utilization of PubCo’s Tax Attributes and Certain Other Adverse Tax Consequences to PubCo and PubCo’s Shareholders” for a more detailed discussion of the application of Section 7874 of the Code to the Business Combination. Investors in PubCo should consult their own advisors regarding the application of Section 7874 of the Code to the Business Combinations.

If a U.S. investor is treated as owning at least 10% of PubCo Ordinary Shares, such U.S. investor may be subject to adverse U.S. federal income tax consequences.

If a U.S. investor is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of PubCo Ordinary Shares for U.S. federal income tax purposes, such U.S. investor may be treated as a “United States shareholder” with respect to PubCo, or to any of its non-U.S. subsidiaries, if PubCo or such non-U.S. subsidiary constitutes a “controlled foreign corporation” ​(in each case, as such terms are defined under the Code). A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered as owned by applying certain constructive ownership rules, by U.S. shareholders on any day during the taxable year of such non-U.S. corporation. Because PubCo expects to own shares of one or more U.S. subsidiaries after the Closing, its non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether PubCo is treated as a controlled foreign corporation (though there are recently issued final and currently proposed Treasury Regulations that may limit the application of these rules in certain circumstances). Certain United States shareholders of a controlled foreign corporation may be required to annually report and include in their U.S. taxable income, as ordinary income, their pro rata share of “Subpart F income,” “global intangible low-taxed income” and certain investments in U.S. property by controlled foreign corporations, whether or not such controlled foreign corporation makes any distributions to such United States shareholders. A failure by a United States shareholder to comply with its reporting obligations may subject the United States

 

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shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due. PubCo cannot provide any assurances that it will assist investors in determining whether PubCo or any of its non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is a United States shareholder with respect to any such controlled foreign corporation. PubCo also cannot guarantee that it will furnish to any United States shareholder information that may be necessary for such person to comply with the aforementioned obligations. U.S. investors should consult their own advisors regarding the potential application of these rules to their investments in PubCo.

If PubCo is characterized as a passive foreign investment company, or “PFIC,” U.S. investors may suffer adverse U.S. federal income tax consequences.

If PubCo is or becomes a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Holders”) of the PubCo Ordinary Share or PubCo Warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

[PubCo does not believe it will be treated as a PFIC for its current taxable year and does not expect to become a PFIC in the foreseeable future.] Nevertheless, whether PubCo is treated as a PFIC for U.S. federal income tax purposes for any taxable year is a factual determination that can only be made after the close of such taxable year and, thus, is subject to significant uncertainty and change. Accordingly, there can be no assurances with respect to PubCo’s status as a PFIC for its current taxable year or any subsequent taxable year. [PubCo has agreed to provide to former Artemis shareholders information that is reasonably required in order for such former shareholders to make and maintain a “qualified electing fund” election, including a PFIC annual information statement, if PubCo determines it is a PFIC for any taxable year. However, there can be no assurance that PubCo will timely provide such required information with respect to any other investors,] and such election would be unavailable with respect to PubCo Warrants in all cases.] U.S. investors are urged to consult their own tax advisors regarding the possible application of the PFIC rules to their investment in PubCo. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Certain Material Tax Considerations  —  Certain United States Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of Ownership and Disposition of PubCo Ordinary Shares and PubCo Warrants — Passive Foreign Investment Company Rules.”

If the PubCo Ordinary Shares or the PubCo Warrants are not eligible for deposit and clearing within the facilities of DTC, then transactions in the PubCo Ordinary Shares or the PubCo Warrants may be disrupted.

The facilities of the DTC are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. PubCo expects that the PubCo Ordinary Shares and the PubCo Warrants will be eligible for deposit and clearing within the DTC system. PubCo expects to enter into arrangements with DTC whereby it will agree to indemnify DTC for any U.K. stamp duty or SDRT that may be assessed upon it as a result of its service as a depository and clearing agency for the PubCo Ordinary Shares and the PubCo Warrants. PubCo expects these actions, among others, will result in DTC agreeing to accept the PubCo Ordinary Shares and the PubCo Warrants for deposit and clearing within its facilities. One of these actions includes seeking a non-statutory, pre-transaction clearance from HMRC to confirm, among other things, that no U.K. stamp duty or SDRT will be chargeable in respect of the issue of the PubCo Ordinary Shares or PubCo Warrants into the facilities of DTC.

DTC is not obligated to accept the PubCo Ordinary Shares or the PubCo Warrants for deposit and clearing within its facilities in connection with the listing thereof of Nasdaq and, even if DTC does initially accept the PubCo Ordinary Shares and the PubCo Warrants, it will generally have discretion to cease to act as a depository and clearing agency for the PubCo Ordinary Shares or the PubCo Warrants, including to the extent that any changes in English law (including changes to retained EU law following the U.K.’s withdrawal from the EU, which could affect the stamp duty or SDRT position as further discussed in the

 

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section entitled “Certain Material Tax Considerations — Material United Kingdom Tax Considerations” of this proxy statement/prospectus) change the stamp duty or SDRT position in relation to the PubCo Ordinary Shares or the PubCo Warrants.

If DTC determine prior to the completion of the Business Combination that the PubCo Ordinary Shares and/or the PubCo Warrants are not eligible for clearance within the DTC system, then PubCo would not expect to complete the Business Combination and the listing contemplated by this proxy statement/prospectus in its current form. However, if DTC determines at any time after the completion of the Business Combination and the listing contemplated by this proxy statement/prospectus that the PubCo Ordinary Shares or the PubCo Warrants were not eligible for continued deposit and clearance within its facilities, then PubCo believes the PubCo Ordinary Shares and the PubCo Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While PubCo would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of the PubCo Ordinary Shares or the PubCo Warrants.

Transfers of PubCo Ordinary Shares and/or PubCo Warrants outside DTC may be subject to U.K. stamp duty or stamp duty reserve tax, or SDRT, which would increase the cost of dealing the PubCo Ordinary Shares and/or the PubCo Warrants.

On completion of the Business Combination and the listing contemplated by this proxy statement/​prospectus , it is anticipated that the new PubCo Ordinary Shares and/or PubCo Warrants will be issued to DTC, or a nominee for DTC, and corresponding book-entry interests credited in the facilities of DTC. You are strongly encouraged to hold your PubCo Ordinary Shares in book-entry form through the facilities of DTC. A non-statutory, pre-transaction clearance is being sought from HMRC to confirm, among other things, that no stamp duty or SDRT will be chargeable in respect of the issue of PubCo Ordinary Shares and the PubCo Warrants into the facilities of DTC. If DTC determines prior to the completion of the Business Combination that the PubCo Ordinary Shares and/or the PubCo Warrants are not eligible for clearance within the DTC system, then PubCo would not expect to complete the Business Combination and the listing contemplated by this proxy statement/prospectus in its current form.

A transfer of title in the PubCo Ordinary Shares or PubCo Warrants from within the DTC system to a purchaser out of DTC and any subsequent transfers that occur entirely outside the DTC system, will generally result in a charge to U.K. stamp duty at a rate of 0.5% (rounded up to the nearest £5) or SDRT at a rate of 0.5% of any consideration, which is normally paid by the transferee of the PubCo Ordinary Shares or the PubCo Warrants. Any transfer document and related payment of such duty must be made electronically (and confirmation of submission and payment received from HM Revenue & Customs, or “HMRC”) before the transfer can be registered in PubCo’s company books. However, if those PubCo Ordinary Shares or PubCo Warrants are redeposited into DTC, the redeposit will generally attract stamp duty and/or SDRT at the rate of 1.5% to be paid by the transferor.

If a U.S. investor is treated as owning at least 10% of PubCo Ordinary Shares, such U.S. investor may be subject to adverse U.S. federal income tax consequences.

If a U.S. investor is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of PubCo Ordinary Shares for U.S. federal income tax purposes, such U.S. investor may be treated as a “United States shareholder” with respect to PubCo, or to any of its non-U.S. subsidiaries, if PubCo or such non-U.S. subsidiary constitutes a “controlled foreign corporation” ​(in each case, as such terms are defined under the Code). A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered as owned by applying certain constructive ownership rules, by U.S. shareholders on any day during the taxable year of such non-U.S. corporation. Because PubCo expects to own shares of one or more U.S. subsidiaries after the Closing, its non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether PubCo is treated as a controlled foreign corporation (though there are recently issued final and currently proposed Treasury Regulations that may limit the application of these rules in certain circumstances). Certain United States shareholders of a controlled foreign corporation may be required to annually report and include in their U.S. taxable income, as ordinary income, their pro rata share of “Subpart F income,” “global intangible

 

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low-taxed income” and certain investments in U.S. property by controlled foreign corporations, whether or not such controlled foreign corporation makes any distributions to such United States shareholders. A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due. PubCo cannot provide any assurances that it will assist investors in determining whether PubCo or any of its non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is a United States shareholder with respect to any such controlled foreign corporation. PubCo also cannot guarantee that it will furnish to any United States shareholder information that may be necessary for such person to comply with the aforementioned obligations. U.S. investors should consult their own advisors regarding the potential application of these rules to their investments in PubCo.

If PubCo is characterized as a passive foreign investment company, or “PFIC,” U.S. investors may suffer adverse U.S. federal income tax consequences.

If PubCo is or becomes a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Certain Material Tax Considerations — Certain United States Federal Income Tax Considerations — U.S. Holders”) of the PubCo Ordinary Share or PubCo Warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

[PubCo does not believe it will be treated as a PFIC for its current taxable year and does not expect to become a PFIC in the foreseeable future.] Nevertheless, whether PubCo is treated as a PFIC for U.S. federal income tax purposes for any taxable year is a factual determination that can only be made after the close of such taxable year and, thus, is subject to significant uncertainty and change. Accordingly, there can be no assurances with respect to PubCo’s status as a PFIC for its current taxable year or any subsequent taxable year. [PubCo has agreed to provide to former Artemis shareholders information that is reasonably required in order for such former shareholders to make and maintain a “qualified electing fund” election, including a PFIC annual information statement, if PubCo determines it is a PFIC for any taxable year. However, there can be no assurance that PubCo will timely provide such required information with respect to any other investors,] and such election would be unavailable with respect to PubCo Warrants in all cases.] U.S. investors are urged to consult their own tax advisors regarding the possible application of the PFIC rules to their investment in PubCo. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Certain Material Tax Considerations  —  Certain United States Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of Ownership and Disposition of PubCo Ordinary Shares and PubCo Warrants — Passive Foreign Investment Company Rules.”

Risks Related to Redemptions of Artemis Public Shares

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Artemis Shares or Artemis Warrants, potentially at a loss.

Artemis Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) Artemis’s completion of the Business Combination or, if the Business Combination is not completed, an alternative business combination, or in connection with an amendment to the Existing Artemis Charter to extend the date by which Artemis must complete an initial business combination, and then only in connection with those shares of Artemis Class A Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of the Artemis Public Shares if Artemis is unable to complete an initial business combination by the Liquidation Date, subject to applicable law and as further described herein. In addition, if Artemis plans to redeem the Public Shares because Artemis is unable for any reason to complete an initial business combination by the Liquidation Date, compliance with Delaware law may require that Artemis submit a plan of dissolution to Artemis’s then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Artemis Public Stockholders may be forced to wait beyond 18 months or 21 months

 

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after the IPO, as applicable, before they receive funds from the Trust Account. In no other circumstances will Artemis Public Stockholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Artemis Warrants, potentially at a loss.

If Artemis Public Stockholders fail to properly demand redemption of their shares, they will not be entitled to redeem their shares of Artemis Class A Common Stock into a pro rata portion of the Trust Account.

Artemis Stockholders holding Public Shares may demand that Artemis redeem their Public Shares for a pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. Artemis Stockholders who seek to exercise this redemption right must deliver their Public Shares (either physically or electronically) to Artemis’s transfer agent no later than [time] Eastern time two business days prior to the scheduled date of the Special Meeting. Artemis Public Stockholders are not required to vote for or against the Business Combination Proposal or at all, or to be stockholders of record on the record date in order to exercise redemption rights. Any Artemis Public Stockholder who fails to properly demand redemption of such stockholder’s Public Shares will not be entitled to redeem his or her Public Shares for a pro rata portion of the Trust Account. See the section entitled “Special Meeting of Artemis Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of 15% or more of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem your Public Shares.

An Artemis Public Stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the issued and outstanding Public Shares, without Artemis’s prior consent. Accordingly, if you, together with any affiliate or any other person with whom you are acting in concert or as a group, hold more than 15% of the Public Shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your Public Shares and may be forced to hold the public shares in excess of 15% or sell them in the open market. Artemis cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Class A Common Stock will exceed the per-share redemption price.

There is no guarantee that an Artemis Public Stockholder’s decision to redeem its Artemis Class A Common Stock for a pro rata portion of the cash held in the Trust Account will put the stockholder in a better future economic position.

There is no assurance as to the price at which an Artemis Public Stockholder may be able to sell its shares of Artemis Class A Common Stock in the future following the completion of the Business Combination or shares with respect to any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price, and may result in a lower value realized now than an Artemis Public Stockholder might realize in the future had the stockholder not redeemed his, her or its shares. Similarly, if an Artemis Public Stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that an Artemis Public Stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. Artemis Public Stockholders should consult their tax and/or financial advisors for assistance on how this may affect their individual circumstances.

The securities in which Artemis invests the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.20 per share.

The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under