Current Report Filing (8-k)
March 31 2023 - 8:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 30, 2023
ARTEMIS
STRATEGIC INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
001-40855 |
86-1303512 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
3310 East Corona Avenue
Phoenix, Arizona 85040
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (602) 346-0329
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
ARTEU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
ARTE |
|
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
ARTEW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.02. Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
In
connection with the preparation of its financial statements as of and for the year ended December 31, 2022, Artemis Strategic Investment
Corp. (the “Company”) reevaluated the accounting for the waiver of the deferred underwriting fee by the underwriters of its
initial public offering. The Company had recognized this waiver of fees as an extinguishment of the contingent liability, with a resulting
non-operating gain recognized in its statement of operations, in the Company’s quarterly report for the quarter ended September
30, 2022 (“Third Quarter 10-Q”). Upon further review and analysis, the Company’s management concluded that the Company
should have recognized the extinguishment of the contingent liability as a credit to stockholder’s deficit.
On
March 30, 2023, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”)
concluded that the Company’s previously issued unaudited interim financial statements included in the Third Quarter 10-Q should
no longer be relied upon and that it is appropriate to restate the Third Quarter 10-Q. The Company intends to restate its financial statements
for the affected period in its annual report on Form 10-K for the year ended December 31, 2022.
Further,
the Company’s management has considered the effect of the foregoing on the Company’s prior conclusions of the adequacy of
its internal control over financial reporting and disclosure controls and procedures as of September 30, 2022. As a result of the error,
management has determined that a material weakness existed in the Company’s internal control over financial reporting as of the
December 30, 2022.
The
Company does not expect the restatement described above will have any impact on its cash position and cash held in the trust account established
in connection with its initial public offering (the “Trust Account”).
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant
to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of
the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical
financial statements, and the Company’s cash position and cash held in the Trust Account. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual
results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether
as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ARTEMIS STRATEGIC INVESTMENT CORPORATION |
|
|
|
|
By: |
/s/ Thomas
Granite |
|
Name: |
Thomas Granite |
|
Title: |
Chief Financial Officer |
Date: March 31, 2023 |
|
|
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