Item 1.02. Termination of a Material Definitive
Agreement.
As
previously disclosed, on March 30, 2022, Artemis Strategic Investment Corporation, a Delaware corporation (“Artemis”),
entered into an agreement and plan of reorganization, as amended on September 2, 2022 and December 14, 2022 (the “Merger Agreement”),
with Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the sole equityholder of Novibet
(“Komisium”), Logflex MT Holding Limited, a limited liability company organized under the laws of Malta with company
registration number C 77769 and having its registered office at 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”), and Novibet Merger Sub Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”).
On
June 2, 2023, Artemis informed Novibet, Komisium and the other parties to the Merger Agreement of its decision to terminate the
Merger Agreement, with immediate effect. The termination was made pursuant to Section 11.1(b) of the Merger Agreement, which permits such
termination if the transactions contemplated by the Merger Agreement have not been consummated by December 30, 2022.
In
addition, pursuant to the terms of the Sponsor Support Agreement, dated as of March 30, 2022, by and among Artemis, Novibet, and Artemis
Sponsor, LLC (the “Sponsor Support Agreement”), the termination of the Merger Agreement also terminated the Sponsor
Support Agreement.
Artemis
intends to identify another target business with which to pursue an initial business combination.
The
foregoing descriptions of the Merger Agreement and Sponsor Support Agreement are not complete and are qualified in their entirety by reference
to the Merger Agreement and Sponsor Support Agreement, copies of which were previously filed as Exhibit 2.1 and Exhibit 10.2, respectively,
to Artemis’s Current Report on Form 8-K dated March 30, 2022.
Forward-Looking
Statements
This Current Report on Form 8-K, exhibits hereto and information incorporated by reference herein, contains certain “forward-looking
statements” within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the proposed Business Combination. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” and similar expressions, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements
as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while Artemis may elect to update these forward-looking statements at some point in
the future, Artemis assumes no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise, subject to applicable law.