Item 7.01 Regulation
FD Disclosure.
Furnished as
Exhibit 99.1 hereto is the investor presentation, dated October 2022, for use by Artemis Strategic Investment Corporation, a
Delaware corporation (“Artemis”), 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 MWH Building, Office N.1, Oratory Street, Naxxar, NXR 2504, Malta (“Novibet”),
and Novibet PLC, a United Kingdom public limited company (“PubCo”), in
meetings with Artemis stockholders as well as other persons with respect to the previously announced proposed business combination
between Artemis and Novibet (the “Business Combination”).
The information in this
Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings
of Artemis under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current
Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including
Exhibit 99.1.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the
proposed Business Combination, Artemis, Novibet, and PubCo prepared, and PubCo to filed with the SEC a registration statement on Form
F-4 (the “Registration Statement”), which contains the proxy statement of Artemis and the prospectus of PubCo (as amended
or supplemented from time to time, the “Proxy Statement/Prospectus”), and will prepare and file one or more amendments
to the Registration Statement, and, after the Registration Statement is declared effective, Artemis will mail the definitive Proxy Statement/Prospectus
included therein to the holders of Artemis’s common stock in connection with Artemis’s solicitation of proxies for the vote
by Artemis stockholders with respect to the Business Combination and other matters described in the Registration Statement. Artemis urges
its stockholders and other interested persons to read the Registration Statement and, when available, the amendments thereto, and the
documents incorporated by reference therein, as well as other documents filed by Artemis and PubCo with the SEC in connection with the
Business Combination, as these materials will contain important information about Artemis, Novibet, and the Business Combination. Stockholders
of Artemis will also be able to obtain copies of such documents, when available, free of charge through the website maintained by the
SEC at www.sec.gov or by directing a written request to Artemis Strategic Investment Corporation, 3310 East Corona Avenue, Phoenix, AZ
85040.
Participants in the Solicitation
Under SEC rules, Artemis,
Novibet, PubCo, and its and their respective officers and directors may be deemed to be participants in the solicitation of Artemis’s
stockholders in connection with the Business Combination. Stockholders of Artemis may obtain more detailed information regarding the names,
affiliations, and interests of Artemis’s directors and officers in Artemis’s final prospectus for its initial public offering,
filed with the SEC on October 1, 2021 (the “IPO Prospectus”), and the Registration Statement. The interests of
Artemis’s directors, officers, and others in the Business Combination may, in some cases, be different than those of Artemis’s
stockholders generally. Information about such interests is set forth in the Registration Statement. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on
Form 8-K and the exhibit hereto include historical information as well as “forward-looking statements” within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
are included throughout this Current Report on Form 8-K and the exhibit hereto and relate to matters such as the future results of
operations and financial position of PubCo and its subsidiaries; planned products and services; Novibet’s business strategy, including
Novibet’s planned launch in the United States and North America; objectives of Novibet’s management for future operations;
market size and potential growth opportunities; competitive position; expectations and timings related to commercial launches; potential
benefits of the proposed Business Combination; and technological and market trends and other future conditions.
Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “future,” “anticipate,”
“assume,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“would,” “believes,” “predicts,” “potential,” “strategy,” “opportunity,”
“continue,” and similar expressions are intended to identify such forward-looking statements. Accordingly, such forward-looking
statements are not guarantees and are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict
and may be outside of PubCo’s, Artemis’s and Novibet’s control. PubCo’s, Artemis’s and Novibet’s actual
results may differ materially from their expectations, estimates and projections due to a variety of factors and consequently, you should
not place undue reliance on these forward-looking statements as predictions of future events. Although it is impossible to identify all
factors that may cause such differences, they include, but are not limited to: (1) the level of redemptions by Artemis’s shareholders
in connection with the Business Combination and the outcome of any legal proceedings that may be instituted against Artemis or Novibet
following the announcement of the Business Combination; (2) the inability to complete the Business Combination; (3) delays in
obtaining, adverse conditions contained in, or the inability to obtain any necessary regulatory approvals or complete regulatory reviews
required to complete the Business Combination; (4) the risk that the Business Combination disrupts current plans and operations of
Novibet as a result of the announcement and consummation of the Business Combination; (5) the inability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (6) costs related
to the Business Combination; (7) changes in laws or regulations applicable to Novibet’s business and Novibet’s ability
to comply with such laws and regulations; (8) the possibility that PubCo may be adversely affected by other economic, business, and/or
competitive factors; (9) the impact of the global COVID-19 pandemic on Novibet’s business; (10) the risk factors which
will be set forth under the heading “Risk Factors” in the Registration Statement; and (11) the risks and uncertainties described
in the “Risk Factors” section of Artemis’s IPO Prospectus and Artemis’s and PubCo’s subsequent filings with
the SEC.
The foregoing list of
factors is not exclusive. There may be additional risks that Artemis and Novibet do not presently know or that they currently believe
are immaterial that could cause actual results to differ materially from those contained in the forward-looking statements. All information
set forth herein speaks only as of the date hereof in the case of information about Artemis and Novibet or the date of such information
in the case of information from persons other than Artemis and Novibet, and PubCo, Artemis and Novibet expressly disclaim any intention
or obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on
Form 8-K or to reflect any changes in their expectations or any change in events, conditions or circumstances on which any statement
is based.
No Offer or Solicitation
This Current Report on
Form 8-K and the exhibit hereto are for informational purposes only and shall neither constitute an offer to sell nor the solicitation
of an offer to buy any securities, nor a solicitation of a proxy, vote, consent or approval in any jurisdiction in connection with the
Business Combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
