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Apeiron Capital Investment Corp. *

Apeiron Capital Investment Corp. *

Jun 24, 2021 by Anthony Sozzi

LIQUIDATION – 8/11/23 – LINK

  • As of the close of business on August 14, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
    • The redemption amount was not mentioned.

The below-announced combination was terminated on 8/11/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: GIO World Health Holdings, Inc.

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Apeiron Capital Investment Corp. proposes to combine with GIO World Health Holdings, Inc.

GIO World Health is a life sciences company that engages in the business of stem cell-based technologies, and plans to provide products and services throughout the world.  Its mission is to make the world a healthier place by providing stem cell therapy and leveraging stem cell science and technology. 

TRANSACTION

  • GIO shareholders holding approximately 98.7% of its outstanding shares have signed on to sell their shares to Apeiron Capital under the BCA, and the parties intend to have the remaining GIO shareholders participate in the Transaction prior to the Closing.
  • Under the terms of the BCA, GIO World Health is valued at a pre-money enterprise value of $250 million.
  • Upon the Closing, current GIO World Health shareholders will retain 100% of their equity through new common shares of Apeiron Capital and own approximately 80.83% of the post-closing combined public company at the Closing, in each case assuming no redemptions by Apeiron Capital’s public shareholders. and that all GIO World Health shareholders participate in the Transaction.
  • The Transaction is expected to close in the second half of 2023

SPAC FUNDING

  • There is no additional funding for this transaction

EARNOUT

  • Company
    • The Sellers will be entitled to receive from Apeiron additional shares of Apeiron Class A Common Stock in an amount up to 54,000,000 shares multiplied by the Purchased Share Percentage (the “Earnout Shares”) in the event certain metrics are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the Closing Date (the “Earn-Out Period”)
      • 15M shares will be released after the share price equals or exceeds $12.50 for any 20/30 trading days
      • 18M shares will be released after the share price equals or exceeds $15.00 for any 20/30 trading days
      • 21M shares will be released after the share price equals or exceeds $17.50 for any 20/30 trading days

LOCK-UP

  • Company and Sponsor
    • One year following the business combination or if the trading price is greater than $12.00 at least 180 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Apeiron having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Business Combination

NOTABLE CONDITIONS TO TERMINATION

  • By either Apeiron or GIO if the Business Combination and related transactions are not consummated on or before August 14, 2023 (the “Outside Date”), provided that Apeiron may extend the Outside Date for an additional period equal to the shorter of
    • (i) three additional months,
    • (ii) the period ending on the last date for Apeiron to consummate its Business Combination pursuant to such extension or
    • (iii) such other date as determined by Apeiron.

ADVISORS

  • TAG Partners Ltd. is serving as the capital markets and financial advisor to GIO World Health.
  • Ellenoff Grossman & Schole LLP is serving as legal advisor to Apeiron Capital
  • Winston & Strawn LLP is serving as legal advisor to GIO World Health. 

EXTENSION – 12/23/22 – LINK

  • On December 21, 2022, Apeiron Capital Investment Corp. stockholders approved an amendment to extend the date by which the Company must consummate its Initial Business Combination from February 12, 2023, to August 14, 2023.
  • In connection with the Meeting, stockholders holding 15,747,797 shares of Class A common stock of the Company exercised their right to redeem their shares for a pro-rata portion of the funds in the Trust Account.
  • Following redemptions, the Company will have 1,502,203 Public Shares outstanding.

SUBSEQUENT EVENT – 12/16/22 – LINK

  • The Sponsor has agreed to increase the Monthly Amount from $0.05 to $0.055 for each Public Share that is not redeemed while retaining the $125,000 maximum Monthly Amount.
  • Accordingly, the amount contributed per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of the Extension period that will be needed to complete an initial business combination.
  • If more than 2,272,727 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately.
    • For example, if the Company completes an initial business combination on August 14, 2023, which would represent six calendar months, no Public Shares are redeemed and all of the Public Shares remain outstanding in connection with the Extension, then the aggregate amount contributed per share will be approximately $0.04 per share, with the aggregate maximum contribution to the Trust Account being $750,000.
    • However, if 14,977,273 Public Shares are redeemed and 2,272,727 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount contributed per share for such six-month period will be approximately $0.33 per share.

MANAGEMENT & BOARD

Executive Officers

Joel Shulman, 55
Chairman and Chief Executive Officer

Dr. Joel M. Shulman has served as the Chairman and Chief Executive Officer since inception. He also serves as the founder, managing director, and CIO of ERShares, a global asset manager with over 40 years’ experience investing in entrepreneurial publicly-listed companies. His more than 25 years of research at Babson College and author of a best-selling book developed while at Harvard University, led to the formation of a proprietary investment model and the Entrepreneur Factor. Dr. Shulman previously founded and sold The Shulman Review, a CFA test-prep company that trained thousands of investment professionals in many countries around the world. He has provided consulting services to the World Bank and helped facilitate capital market development in Central Asian states. Dr. Shulman appears frequently in the media on Fox Business, CNBC, Yahoo Finance, Bloomberg, WSJ, Barrons and Forbes. He holds a Ph.D in Finance, CFA charter holder and an MPA from Harvard University. Dr. Shulman is well-qualified to serve as a Director due to his extensive experience professionally managing portfolios and consulting for major companies and the World Bank.

Eva Adosoglou, 31
Chief Operating Officer

Eva Adosoglou has served as the Chief Operating Officer since inception. Since the beginning of 2021, she has served as COO and Chief Investment Strategist of ERShares, where she oversees portfolio investment strategies, innovative strategic initiatives, and overall operations. From October 2018 to July 2019, she served as COO for GetSalesClub, Inc. From May 2018 to September 2018, Ms. Adosoglou worked as an Innovation Manager for Wirecard GMBH. From December 2016 to April 2018, she worked as a Portfolio Analyst and Program Manager, Strategic Projects, for Incadea/COX Automotive Inc. In June 2016, she also served as the national CEO for Adecco Group. From April 2015 to April 2016, she was a Startup Co-Founder of Cosmocycle, Inc. for Google for Startups. From September 2011 to May 2013, she was a Financial Auditor for PwC. Ms. Adosoglou is a Fulbright scholar with strong leadership experience encompassing both multinational and start-up organizations throughout Europe and the United States. She speaks four languages, holds a Master’s in Business with focus in Innovation and Technology and is winner of multiple Entrepreneurship and Leadership competitions. Ms. Adosoglou’s deep experience in developing innovative products, scaling start-ups, and building partnerships in technology-based, nascent firm settings, provides unique positioning to evaluate potential investments. She has a passion for investing in public equities and female-led initiatives and created two new investment strategies: entrepreneur health care and technology as well as female-led entrepreneurs. She is a frequent guest on major business networks such as Bloomberg, TD Ameritrade, Fox Business and Yahoo Finance and is also active in building technologically enhanced, investment models and platforms for millennial investors and other FinTech solutions. She holds a B.A. from Athens University and a M.S. from Boston University.

Grant Grigorian, 58
Chief Financial Officer

Grant Grigorian has served as the Chief Financial Officer since inception. He is an internationally experienced finance leader having lived and worked on 5 continents. His operational finance experience, honed over a 30 year career at Ford Motor Company (NYSE: F), included CFO positions in Ford’s South African and Argentine operations and as a global controller for vehicle development finance. He served in Ford Treasury during the height of the financial crisis in 2009, driving affiliates to develop cash preservation plans and actions to mobilize cash to the U.S. or other markets. Mr. Grigorian also served as strategy and business development lead for Ford’s Asia Pacific region, a position that included relationship management and negotiation with Ford’s Chinese and Japanese joint venture partners. He has also served on the boards of a number of Ford affiliates and joint ventures, including serving as audit committee member and chairman. Since leaving Ford, Mr. Grigorian has been COO/CFO for CarSaver, an automotive retailing technology company, from May 2018 to September 2018, and also CFO for National Automotive Experts/NWAN, a vehicle warranty distribution and administration company, from April 2019 to October 2020.

Board of Directors

Kevin Cramton, 61
Director

Mr. Cramton has served in CEO and Executive Chairman roles at 5 different businesses including technology companies in multiple geographies. Since December 2019, he has served as the Chairman and CEO of Tribar Technologies Inc., a manufacturer of automotive components. From January 2016 to August 2017, Mr. Cramton served as Executive Chairman of Atlantix Global Systems. From 2012 to 2015, he served as CEO of CARDONE Industries. From September 2011 to August 2012, he served as CEO to Revstone Industries, LLC (“Revstone”). In December 2012, Revstone filed for Chapter 11 bankruptcy. From 2009 to 2011, he served as Executive Chairman to Niles Co. Ltd. He has extensive M&A experience executing about 50 transactions with an enterprise value of $25 billion. He led Ford’s M&A activities for 5 years and has worked in private equity since January 2007. Mr. Cramton also has significant tech and financial services experiences, including overseeing Ford’s venture capital portfolio of technology assets and working in Ford’s Financial Service businesses. He has wide ranging Board experience at many different companies including multiple business sectors and geographies. Since June 2019, Mr. Cramton has served as a director of Southern AG Carriers Inc., a freight and logistics company. Since March 2017, he has served on the audit committee of Helmerich and Payne (NYSE:HP), a public oil and gas drilling company. Since August 2017, he has served as a director of TSM MFG. CO., INC. He previously served on the board of Asahi Tec, a Japanese company that previously traded on the Tokyo Stock Exchange.

Siamak Taghaddos, 39
Director

Since April 2021, he has served as an advisor to Perfect Holdings, a health foods company. Since 2016, he has served as founder and advisor of Smilebar, a dental company. Since 2018, he has served as founder and CEO of Clearworks, a SaaS company. From October 2018 to April 2021, he served as founder and director of SuperFat, a snack foods company. From 2009 to 2015, he served as founder and advisor of Chargify, a SaaS company. From 2003 to 2015, he served as founder and CEO of Grasshopper, a telecommunications company. He received a Bachelor of Science from Babson College.

Jeffrey Mortimer, 57
Director

Mr. Mortimer is the Director of Investment Strategy for BNY Mellon Wealth Management (NYSE: BK) and chairs its Investment Strategy Committee. Mr. Mortimer worked in various positions for Charles Schwab Investment Management (NYSE: SCHW) from September 1997 to July 2010, eventually becoming Chief Investment Officer. From 1986 to 1996, he also worked in several small, financial planning firms, serving high net worth clients, endowments, and families. Mr. Mortimer has received a Bachelor of Science degree in finance from Babson College and a Master of Business Administration from the University of Chicago Graduate School of Business. He is a CFA charter holder.

 

ByAnthony Sozzi