Artemis Strategic Investment Corporation *

LIQUIDATION – 11/2/23 – LINK

• The Company anticipates that the last day of trading in the Class A ordinary shares will be November 3, 2023.
  • The per-share redemption price will be approximately $10.75

The below-announced combination was terminated on 10/30/23.  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: Danam Health Holdings Corporation

ENTERPRISE VALUE: $200 million

ANTICIPATED SYMBOL: TBD

Artemis Strategic Investment Corporation proposes to combine with Danam Health Holdings Corporation.

Danam Health is a healthcare technology and pharmaceutical logistics company providing a patient-centric mobile application empowering consumers to take control of their prescription fulfillment and overall health while increasing market access while preserving price transparency for pharmaceutical products. Danam Health’s consumer division operates its patent-pending fully integrated end-to-end software application designed to manage the entire household’s prescription needs with the added advantage of prescription autonomy, benefits coordination, prescription discount application, copay collection, last-mile delivery, and unique value-added services such as “live” synchronous tele-pharmacy services.

TRANSACTION

• The Transaction was unanimously approved by the respective boards of directors of all parties, at an expected combined pro forma enterprise value of approximately $200 million.
• Danam’s stockholders will receive consideration in the form of newly issued shares of common stock Artemis, valued based on an aggregate implied enterprise value for Danam of $200 million, including up to approximately $30 million of such common stock as contingent consideration.
• The combined company will rename itself Danam Health Holdings Corporation.
• The Transaction is expected to be completed in the fourth quarter of 2023.
• Following the closing of the Transaction, Suren Ajjarapu will serve as the CEO and Chairman of the Board of Directors of Danam Health.
• The Board of Directors of Danam Health is also expected to include Philip N. Kaplan and Prashant Patel.

SPAC FUNDING

• Funding not determined at this time.

EARNOUT

• Danam Stockholders will also have a contingent right to receive up to an additional 3,000,000 shares of Artemis Class A Common Stock (the “Earnout Shares”) after the Closing based on the revenue performance of the Artemis during calendar years 2024 and 2025 (the “Earnout Period”). The Earnout Shares shall be earned and payable during the Earnout Period as follows:
  • if Artemis’ gross revenues, based on the consolidated gross revenue of Artemis and its subsidiaries (including Danam) (the “Gross Revenues”), at any point during the calendar year ending December 31, 2024, is greater than or equal to $50,000,000, Artemis shall issue to the Danam Stockholders an aggregate of 1,000,000 Earnout Shares; and
  • if Artemis’ gross revenues at any point during the calendar year ending December 31, 2025 is greater than or equal to $85,000,000, Artemis shall issue to the Danam Stockholders an aggregate of 2,000,000 Earnout Shares

LOCK-UP

• Company Lock-Up:
  • Pursuant to the Lock-Up Agreement, with respect to the shares received as Merger Consideration, each Daman Stockholder agreed not to, during the period commencing from the Closing and ending on the earliest of:
    • (a) the six-month anniversary of the Closing, or
    • (b) the date on which the Closing price of Artemis’ common stock equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing after the Closing
• Sponsor Lock-Up:
  • The Sponsor agreed, during the period from the Closing until and including, the date which is 18 months following the Closing (“Founder Share Earnout Period”), to not to sell, transfer, or otherwise dispose of 2,000,000 of the 5,031,250 shares of the Class B Common Stock of Artemis purchased by the Sponsor in a private placement prior to the Artemis’ initial public offering, which shall be restricted with respect to transfer and voting during the Founder Share Earnout Period and will be released to the Sponsor on:
    • (a) the earlier of:
      • (i) the expiry of the Founder Share Earnout Period, and
      • (ii) the date on which the volume weighted average price of the shares of Artemis Class A Common Stock reach or exceed $10.00 for twenty (20) or more trading days or over a thirty (30) trading day period, at any time during the Founder Share Earnout Period; or
    • (b) if any of the following events occur:
      • (i) Artemis mergers with, is consolidated with, or reorganized with an acquiror, subject to certain specifications;
      • (ii) Artemis or its subsidiaries sell, assign, or transfer substantially all of its assets to an acquiror; or
      • (iii) a Schedule 13D or Schedule 14D report is filed pursuant to the Exchange Act with the SEC disclosing that any person has become the beneficiary owner of a percentage of shares of the outstanding shares of Artemis Class A Common Stock that is greater than the percentage of such shares held by any other person that held 50% of the voting or economic power of Artemis before the Closing.

NOTABLE CONDITIONS TO CLOSING

• Artemis and Danam shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

• The Merger Agreement may be terminated by either Artemis or Danam, if any of the conditions to Closing have not been satisfied or waived by the later of:
  • (i) 60 days after the approval of the Registration Statement; and
  • (ii) December 26, 2023 (the “Outside Date”),

ADVISORS

• Company Advisors:
  • Nelson Mullins Riley & Scarborough LLP is serving as legal counsel
• SPAC Advisors:
  • Ellenoff Grossman & Schole LLP is serving as legal counsel

EXTENSION – 7/6/23 – LINK

• The SPAC approved the extension from July 4, 2023 to October 4, 2023, and the option to further extend the date by which the Company must consummate a business combination for an additional month, for each additional month up to April 4, 2024.
  • 18,012,973 shares were redeemed for $10.49 per share.
  • $180K will be deposited into the trust account to extend until 10/4/23; $60K per month will be deposited thereafter as needed.

The below-announced combination was terminated on 6/9/23.  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: Novibet [TERMINATED]

ENTERPRISE VALUE: $696 million

ANTICIPATED SYMBOL: TBD

Artemis Strategic Investment Corporation proposes to combine with Novibet.

Novibet is an established GameTech company operating in several countries across Europe through its headquarters in Malta, offices in Greece and employees in Isle of Man and Italy. Licensed and regulated by HGC, MGA, ADM, and Irish Revenue Commissioners, Novibet is committed to delivering the best sports betting and gaming experience to an expanding customer base. Since 2010, Novibet has offered online sports betting and casino entertainment in several competitive European markets.

Novibet has its own proprietary betting platform that integrates world leading official data providers; with its own algorithms generating an extensive Betting Offer that includes In Play and Minute markets, in house developed Automatic and Hybrid Cash-Out, quick settlement of bets, and unparalleled excitement to sports enthusiasts.

SUBSEQUENT EVENT – 9/9/22 – LINK

• On September 2, 2022, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement. The Amendment amends the Merger Agreement and certain related agreements to, among other things:
  • Reduce the value of the closing consideration payable to Komisium in the transaction from $625,000,000 to $500,000,000; provided that if redemptions are equal to or exceed 85% of Artemis’ total public shares outstanding, then Komisium will be issued additional share consideration valued at $125,000,000
  • Reduce the amount of cash required to be available to Novibet at the closing of the Business Combination from $50,000,000 in gross cash after payment to redeeming stockholders to $12,500,000 in net cash after payment to redeeming stockholders and transaction expenses
  • Alter the earn-out structure from a single tranche of earnout shares payable if a stock price target is met to dual tranches payable if certain operating targets based on Net Gaming Revenue are met
  • Release the post-closing lockup on 30% of the ordinary shares of PubCo (the “PubCo Ordinary Shares”) to be issued to Komisium in the Business Combination
  • Allow Novibet to pay a pre-closing dividend to Komisium in the amount of €3,579,625, which was declared prior to March 30, 2022, but has not yet been paid or distributed; provided, that at Komisium’s election, such dividend may be paid through a non-interest bearing note with a maturity date as of the one year anniversary of the distribution date.

TRANSACTION

• The implied enterprise valuation is approximately $696 million (assuming no redemptions from Artemis stockholders)
• Approximately $205 million of SPAC cash-in-trust
• Novibet’s sole shareholder has the option to receive cash in exchange for up to $50 million of its Novibet shares, subject to there being at least $100 million of transaction proceeds after redemptions
• The transaction is expected to close in the second half of 2022.

Amended Transaction Overview

PIPE

• There is no PIPE for this transaction

EARNOUT

• Upon closing, the company may receive up to 9,803,921 additional PubCo Ordinary Shares
  • First Earnout Period
    • During the first year post-closing, if the VWAP is greater than or equal to $12.00 for any 20/30 trading days, 1,470,588 Shares will be released
  • Second Earnout Period
    • During 18 months post-closing, if the VWAP is greater than or equal to $15.00 for any 20/30 trading days, 1,470,588 Shares will be released
  • Third Earnout Shares
    • If PubCo’s annualized aggregate net gaming revenue for the first year following the Closing is greater than $171,000,000, the Company will issue an additional 1,470,588 PubCo Ordinary Shares for each $1,000,000 such figure exceeds the Earnings Threshold, up to a maximum of 6,862,745 PubCo Ordinary Shares only if the VWAP is greater than $10.20 for 20/30 trading days
• If there is a Change of Control of PubCo during the First Earnout Period or Second Earnout Period that provides for a price per PubCo Ordinary Share greater than or equal to $12.00 or $15.00, respectively, then immediately prior to the consummation of such Change of Control, PubCo shall issue to Komisium:
  • (i) the First Earnout Shares and/or Second Earnout Shares and (ii) the Third Earnout Shares.

LOCK-UP

• Company and SPAC
  • 12 months following the Closing or the date on which the closing price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

• Solely as a condition to Novibet’s obligations to consummate the Closing, there being minimum cash of $50,000,000

NOTABLE CONDITIONS TO TERMINATION

• By either Artemis or Novibet if the Business Combination is not consummated by the nine-month anniversary of the date of the Merger Agreement. (12/31/22)
• By Novibet if the anticipated Gross Closing Proceeds of Artemis are less than $50,000,000

ADVISORS

• Oakvale Capital LLP acted as an exclusive financial advisor to Novibet.
• Barclays acted as exclusive financial and capital markets advisor to Artemis.
• White & Case LLP acted as lead legal advisor to Artemis
• Wiggin LLP assisted with gaming regulatory legal advice to Artemis.
• Harris Beach PLLC acted as lead legal advisor to Novibet.

MANAGEMENT & BOARD

Executive Officers

Holly Gagnon, 57
Co-Chief Executive Officer and Chairperson

From 2017 to 2020, Ms. Gagnon served as Chief Executive Officer of Seneca Gaming Corporation, which manages the gaming operations of the Seneca Nation of Indians. Prior to this, she served as Chief Executive Officer for Chumash Enterprises for the Santa Ynez Band of Chumash Indians from 2015 to 2017. Before joining Chumash Enterprises, Ms. Gagnon served as the President and Chief Executive Officer of Pearl River Resort from 2012 to 2015 and, prior to this, in a number of key financial and operational roles with Caesars Entertainment Corporation, MGM Resorts International and Harrah’s Entertainment Inc. Ms. Gannon serves as a board member of GameWorks, Inc. In addition, she is a founding board member of Global Gaming Women Charitable Education Fund and a Distinguished Fellow for the International Gaming Institute at the University of Nevada, Las Vegas. Ms. Gagnon holds a B.S. in Accounting from Bentley University in Massachusetts and an MBA from Chaminade University of Honolulu.

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Philip Kaplan, 54
Co-Chief Executive Officer and President

Mr. Kaplan serves as the Chairman and Chief Executive Officer of GameWorks, Inc., which operates a chain of entertainment venues focusing on video gaming, since 2018 and as Managing Partner of April Mountain Properties, LLC since 2013. From 2010 to 2013, Mr. Kaplan was the Chief Executive Officer and board member at dbtech, a private equity-held a provider of healthcare workflow automation solutions. Mr. Kaplan served as Chief Operating Officer and board member of Quality Systems, Inc. from 2008 to 2010 and as President, Chief Operating Officer and board member at VitalStream Holdings, Inc. from 2000 to 2008. Mr. Kaplan holds a B.A. in Economics from University of California, Davis.

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Thomas Granite, 45
Chief Financial Officer, Treasurer and Secretary

Mr. Granite serves as Chief Executive Officer of Azoria Foods. From 2019 to 2020, he served as Chief Financial Officer of Maverick Gaming LLC, a casino operator. Prior to this, Mr. Granite worked at Jefferies Financial Group from 2010 to 2019, most recently serving as Managing Director in the Real Estate, Gaming and Lodging Investment Banking group, where he worked with clients across the gaming industry, and served at Merrill Lynch as Director of Gaming, Leisure, and Transportation Investment Banking from 2005 to 2009. Mr. Granite holds a B.A. in Art History from Bucknell University and an MBA from Columbia Business School.

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Scott Shulak, 34
Senior Vice President, Acquisitions and Accounting

Mr. Shulak is the owner and Managing Member of Keyport Solutions. From 2019 to 2020, he served as Senior Vice President Corporate Accounting at Maverick Gaming LLC. Prior to this, Mr. Shulak served as Vice President and Chief Accounting Officer at Cannae Holdings, Inc. from 2018 to 2019 and as auditor at Deloitte & Touche from 2012 to 2018. Prior to joining Deloitte & Touche, Mr. Shulak was an auditor with KPMG from 2010 to 2012. Mr. Shulak is a licensed certified public accountant and holds a B.S. in Finance and Accounting from Florida State University.

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Board of Directors

Matthew Anfinson, 41
Director Nominee

Mr. Anfinson served as the Chief Operating Officer of Great Canadian Gaming Corporation, the largest gaming company in Canada, from 2019 to 2020. Prior to this, Mr. Anfinson held various operational, finance and marketing roles during a 15-year career at Caesars Entertainment Corporation, most recently as Corporate Senior Vice President of Operations from 2016 to 2019. Mr. Anfinson holds a B.A. in Finance from Wartburg College and an MBA from the Tippie School of Management at University of Iowa.

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Rodney Butler, 44
Director Nominee

Mr. Butler serves as the Chairman of the Mashantucket Pequot Tribal Nation, a position he has held since 2010. Simultaneously, he served as the Interim Chief Executive Officer for Foxwoods Resort Casino from June 2018 to August 2019. Mr. Butler was also the Chairman of the Tribal Business Advisory Board, an executive body responsible for overseeing non-gaming businesses and commercial properties of the Mashantucket Pequot Tribal Nation from 2001 to 2004. Mr. Butler serves on the board of trustees for Roger Williams University and as a member of the board of directors for the Mystic Aquarium. Mr. Butler holds a B.S. in Finance from the University of Connecticut.

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Anna Massion, 42
Director Nominee

Ms. Massion currently serves as Independent Non-Executive Director at Playtech plc, a gambling software development company, and PlayAGS, Inc., a company that develops and manufactures casino games, systems and technology. From 2014 to 2019, she served as Senior Analyst at PAR Capital Management Inc. Prior to this, Ms. Massion served as Director of Gaming, Lodging and Leisure Research at Hedgeye Risk Management, LLC from 2008 to 2014 and as Vice President and Senior Research Analyst at Marathon Asset Management in 2008. Ms. Massion holds a B.S in Finance and an MBA from the Wharton School at the University of Pennsylvania.

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Andro Nodarse-León, 43
Director Nominee

Mr. Nodarse-León currently serves as the Chief Executive Officer of LionGrove LLC, a hospitality investment firm that he founded in 2018. From 2005 to 2018, Mr. Nodarse-León served as the Co-Founder and Managing Partner of Leon, Mayer & Co., a Miami and New York City based private equity and investment banking firm that he co-founded in 2005. From 2012 to 2018, Mr. Nodarse-León co-founded Leon, Mayer & Co.’s first private equity platform, Endeavor Schools, where he led financing efforts, investment activities, operational oversight and optimization. Mr. Nodarse-León holds a B.S. in Economics and a B.S.E. in Systems Engineering from the University of Pennsylvania.

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Leonard Wanger, 55
Director Nominee

Mr. Wanger currently serves as a Managing Partner at Deer Valley Ventures, LLC, a financing firm. He has served as the Chief Technology Manager at Impossible Objects, Inc., an industrial 3D printer manufacturer, from 2017 to present and as a technology sector analyst and portfolio manager of the William Harris Technology Fund, an equity hedge fund he founded, from 2002 to 2013. Prior to this, Mr. Wanger founded or co-founded several technology companies. He serves as a director of the Acorn Foundation, as a member of the Museum of Science and Industry Presidents Counsel and as an advisor to the Fab Foundation. Mr. Wanger holds a B.S. in Computer Science from University of Iowa and an M.S. in Computer Graphics from Cornell University.

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