Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40855

ARTEMIS STRATEGIC INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

85-2533565

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3310 East Corona Avenue

Phoenix, Arizona 85040

(Address of Principal Executive Offices, including zip code)

(602) 346-0329

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 8, 2023, 5,524,843 shares of Class A common stock, par value $0.0001 per share, and 1,618,434 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

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ARTEMIS STRATEGIC INVESTMENT CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

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		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and June 30, 2022	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and June 30, 2022	3

	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023 and June 30, 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Control and Procedures	27

PART II – OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

SIGNATURES		31

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PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARTEMIS STRATEGIC INVESTMENT CORPORATION

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash	$	51,409	$	160,940
Prepaid expenses		35,000		106,495
Investments held in Trust Account		189,038,189		—
Total Current Assets		189,124,598		267,435

Investments held in Trust Account		22,060,895		208,244,129
Total Assets	$	211,185,493	$	208,511,564

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	7,086,211	$	6,210,035
Amounts due to redeemed Class A common stockholders		189,038,189		—
Total Current Liabilities		196,124,400		6,210,035

Derivative warrant liabilities		583,819		2,712,450
Total Liabilities		196,708,219		8,922,485

Commitments and Contingencies

Class A common stock; 2,112,027 and 20,125,000 shares subject to possible redemption at $10.09 and $10.31 per share at June 30, 2023 and December 31, 2022, respectively		21,313,499		207,501,604

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,412,816 shares issued and outstanding at June 30, 2023 and none issued or outstanding at December 31, 2022		341		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 1,618,434 shares issued and outstanding at June 30, 2023 and 5,031,250 shares issued and outstanding at December 31, 2022		162		503
Additional paid-in capital		—		—
Accumulated deficit		(6,836,728)		(7,913,028)
Total Stockholders’ Deficit		(6,836,225)		(7,912,525)
Total Liabilities and Stockholders’ Deficit	$	211,185,493	$	208,511,564

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ARTEMIS STRATEGIC INVESTMENT CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Formation and general and administrative expenses	$	227,545	$	781,914	$	812,684	$	5,054,348
Loss from operations		(227,545)		(781,914)		(812,684)		(5,054,348)

Other income
Interest earned on investments held in trust account		1,807,023		231,675		3,835,611		266,579
Change in fair value of warrant liabilities		619,931		5,067,788		2,128,631		8,051,082
Total other income		2,426,954		5,299,463		5,964,242		8,317,661

Income before provision for income taxes		2,199,409		4,517,549		5,151,558		3,263,313
Provision for income taxes		(805,478)		—		(1,225,175)		—
Net income	$	1,393,931	$	4,517,549	$	3,926,383	$	3,263,313

Weighted average shares of Class A common stock outstanding, basic & diluted		19,588,855		20,125,000		19,745,490		20,125,000
Basic and diluted net income per share, Class A common stock	$	0.06	$	0.18	$	0.16	$	0.13
Weighted average shares of Class B common stock outstanding, basic & diluted		4,902,371		5,031,250		4,938,965		5,031,250
Basic and diluted net income per share, Class B common stock	$	0.06	$	0.18	$	0.16	$	0.13

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ARTEMIS STRATEGIC INVESTMENT CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022


								Additional
	Class A Common Stock				Class B Common Stock			Paid-in		Accumulated		Stockholders’
	Shares		Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2022		—		—	5,031,250	$	503	$	—	$	(7,913,028)	$	(7,912,525)
Accretion of Class A common stock subject to possible redemption amount		—		—	—		—		—		(1,558,841)		(1,558,841)
Net income		—		—	—		—		—		2,532,453		2,532,453
Balance – March 31, 2023 (unaudited)		—		—	5,031,250		503		—		(6,939,416)		(6,938,913)
Accretion of Class A common stock subject to possible redemption amount		—		—	—		—		—		(1,291,243)		(1,291,243)
Conversion of Class B common stock to Class A common stock		3,412,816		341	(3,412,816)		(341)		—		—		—
Net income		—		—	—		—		—		1,393,931		1,393,931
Balance – June 30, 2023 (unaudited)		3,412,816	$	341	1,618,434	$	162	$	—	$	(6,836,728)	$	(6,836,225)


				Additional
	Class B Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2021	5,031,250	$	503	$	—	$	(15,533,626)	$	(15,533,123)
Net loss	—		—		—		(1,254,236)		(1,254,236)
Balance – March 31, 2022 (unaudited)	5,031,250		503		—		(16,787,862)		(16,787,359)
Accretion of Class A common stock subject to possible redemption amount	—		—		—		(350,000)		(350,000)
Net income	—		—		—		4,517,549		4,517,549
Balance – June 30, 2022 (unaudited)	5,031,250	$	503	$	—	$	(12,620,313)	$	(12,619,810)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ARTEMIS STRATEGIC INVESTMENT CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
	June 30, 2023		June 30, 2022
Cash flows from operating activities:
Net income	$	3,926,383	$	3,263,313
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Interest earned on investments held in trust account		(3,835,611)		(266,579)
Change in fair value of warrant liabilities		(2,128,631)		(8,051,082)
Adjustments to operating assets and liabilities:
Decrease in prepaid expenses		71,495		155,725
Increase in accounts payable and accrued expenses		876,176		4,442,366
Net cash used in operating activities		(1,090,188)		(456,257)

Cash flows from investing activities:
Proceeds from Trust Account to pay for taxes		980,657		—
Net cash provided by investing activities		980,657		—

Net change in cash		(109,531)		(456,257)
Cash at beginning of period		160,940		953,329
Cash at end of period	$	51,409	$	497,072
Non-cash investing and financing activities:
Amounts due to redeemed Class A common stockholders	$	189,038,189	$	—
Cash paid for income taxes	$	750,000	$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ARTEMIS STRATEGIC INVESTMENT CORPORATION

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Artemis Strategic Investment Corporation (the “Company”) is a blank check company incorporated as a Delaware corporation on January 4, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023, the Company had not yet commenced any operations. All activity since inception relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”), and subsequent to the IPO, identifying a target business to complete a Business Combination with, as well as activities in connection with the Proposed Business Combination which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds of the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Prior to the consummation of the IPO, on January 5, 2021, Artemis Sponsor, LLC (the “Sponsor”) purchased 4,312,500 shares of Class B common stock, par value $0.0001 per share (“Founder Shares” or “Class B Common Stock”), for an aggregate purchase price of $25,000, or $0.006 per share. On March 16, 2021, Artemis effected a stock split of the Class B Common Stock, resulting in an aggregate of 5,031,250 shares of Class B Common Stock outstanding and held by the Sponsor. The number of Founder Shares issued was determined based on the expectation that the total size of the IPO would be a maximum of 20,125,000 units if the underwriters’ option to purchase additional units was exercised in full, and therefore, that such Founder Shares would represent 20% of the issued and outstanding shares of common stock after the IPO.

On October 4, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units”), including the issuance 2,625,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $201,250,000, which is described in Note 3. Each Unit issued in the IPO consists of one share of Class A common stock, par value $0.0001 per share (the “Public Shares” or “Class A Common Stock”) and one-half of one redeemable warrant (the “Public Warrants”). As a result of the exercise by the underwriters of their over-allotment option in full, 656,250 shares of Class B Common Stock were no longer subject to forfeiture.

Certain institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, the Sponsor or the Company’s officers, directors, and certain members of the Company’s management purchased an aggregate of 13,020,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $130,200,000. In addition to and as part of the Initial Public Offering, certain entities affiliated with the Sponsor, purchased an aggregate of 2,732,500 Units at an offering price of $10.00 per Unit, generating gross proceeds of $27,325,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Sponsor Warrants”) at a price of $1.00 per Sponsor Warrant in a private placement to the Sponsor, generating gross proceeds of $8,000,000, which is described in Note 4. The Company also consummated the sale of 2,000,000 warrants (the “Anchor Investor Warrants”, together with the Sponsor Warrants, the “Private Placement Warrants”) at a price of $1.00 per Anchor Investor Warrant in a private placement to certain Institutional Anchor Investors, generating gross proceeds of $2,000,000.

Simultaneously with the closing the Initial Public Offering, the Sponsor forfeited 1,618,434 Founder Shares and the Company sold 1,618,434 Founder Shares to certain Institutional Anchor Investors at the original purchase price of $0.006 per share. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment as provided in the Company’s final prospectus, as filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2021 (“Final Prospectus”).

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Transaction costs amounted to $25,559,771 consisting of $3,825,000 of underwriting fees, $7,043,750 of deferred underwriting commissions, $13,796,426 of offering costs related to the fair value of the Founder Shares issued to certain Institutional Anchor Investors and $894,595 of other offering costs . Effective as of July 14, 2022, Barclays Capital Inc. (“Barclays”) resigned and withdrew from its role as financial advisor and capital markets advisor to the Company and waived its entitlement to all fees in connection with the Business Combination, including its portion of the deferred underwriting commissions in the amount of approximately $4,578,438. Effective as of July 20, 2022, BMO Capital Markets Corp. (“BMO”) waived its entitlement to its portion of the deferred underwriting commissions in the amount of approximately $2,465,312. Offering costs related to the Founder Shares amounted to $13,796,426, of which $13,158,021 were charged to stockholders’ equity/(deficit) upon the completion of the Initial Public Offering and $638,405 were expensed to the statements of operations and included in transaction costs allocated to warrant liabilities. As a result of the Barclays’ resignation letter and BMO’s waiver notice, the Company recorded (i) a positive adjustment to stockholders’ deficit of $6,717,612 and (ii) a gain on derecognition of deferred underwriting fees payable of $326,138 within the accompanying statements of operation during the year ended December 31, 2022.

Following the closing of the Initial Public Offering, an amount of $205,275,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve a Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company will be required to seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules in conjunction with a stockholder meeting instead of pursuant to the tender offer rules, the Company’s third amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions, which prior to the resignation of Barclays and waiver of fees by BMO, was to be paid to the underwriters upon the completion of the Business Combination, but has been waived following their resignation and waiver, respectively. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

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If the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors, Institutional Anchor Investors, and advisors have agreed (a) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment, (c) not to redeem any shares (including the Founder Shares) into cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company is unable to conduct redemptions pursuant to the proxy solicitation rules) or a vote to amend the provisions of the Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and our officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (or 21 months from the closing of the Initial Public Offering, if the Company has executed a definitive agreement for a Business Combination within 18 months from the closing of the Initial Public Offering) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the price per Unit $10.20. On March 30, 2022, the Company executed a definitive agreement for a Business Combination, described in the section titled “Proposed Business Combination with Novibet”, which has extended the mandatory liquidation date to 21 months or July 4, 2023.

On June 29, 2023, the Company held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company’s stockholders approved a proposal to amend the Company’s third amended and restated certificate of incorporation (the “Certificate of Incorporation”) to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Extension”), from July 4, 2023 to October 4, 2023 (the “Extended Date”) and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors, to elect to further extend the Extended Date in one-month increments up to six additional times, or a total of up to nine months total, up to April 4, 2024 (the “Extension Amendment Proposal”). In connection with the Extension, the Sponsor agreed to deposit into the Trust Account as a loan, (i) on July 5, 2023, an amount equal to the lesser of (x) $180,000 or (y) $0.105 per public share multiplied by the number of public shares outstanding, and (ii) one business day following the public announcement by the Company disclosing that the Company’s board of directors has determined 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, an amount equal to the lesser of (x) $60,000 or (y) $0.035 per public share multiplied by the number of public shares outstanding. The Company’s stockholders also approved a proposal (the “Redemption Limitation Amendment Proposal”) to amend the Certificate of Incorporation to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination. The Company’s stockholders also approved a proposal (the “Founder Share Amendment Proposal” and together with the Extension Amendment Proposal and Redemption Limitation Amendment Proposal, the “Charter Amendment Proposals”) to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share, to convert such shares into Class A common stock, par value $0.0001 per share, on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.

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The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, (other than the Company’s independent registered public accounting firm) prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The Institutional Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period), see Note 5.

Proposed Business Combination with Novibet

On March 28, 2022, the board of directors of Artemis unanimously approved the Agreement and Plan of Reorganization, dated as of March 30, 2022, and amended on September 2, 2022 and December 14, 2022 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the holder of all of the issued ordinary shares of Novibet and all of the issued and outstanding PubCo Ordinary Shares (“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 Jersey public limited company, and a direct, wholly-owned subsidiary of Komisium (“PubCo”), Novibet Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”), and Artemis, which provides for, among other things, (i) the sale and transfer by Komisium of all issued ordinary shares and other equity interests of Novibet to PubCo in exchange for the consideration hereafter described (the “Share Exchange”), and (ii) the merger of Merger Sub with and into Artemis, with Artemis surviving and continuing as a direct, wholly-owned subsidiary of PubCo (the “Merger” and, together with the Share Exchange and the other transactions contemplated by the Business Combination Agreement to be effective upon consummation of the Merger, the “Proposed Business Combination”).

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time, Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for receiving at closing of the Proposed Business Combination (a) an amount of cash, which will not exceed $50 million, equal to the excess of the Gross Closing Proceeds (as defined in the Business Combination Agreement) over $100 million (the “Closing Cash Consideration”), (b) a number of ordinary shares of PubCo (the “PubCo Ordinary Shares” and such number of shares, the “Closing Share Consideration”) equal to (i) (x) $500 million minus the initial share premium of $598,000 (“Initial Share Premium”) minus the Closing Cash Consideration actually paid to Komisium, the difference divided by (y) $10.20, minus (ii) the Additional Closing Share Consideration (if any), and (c) in the event that redemptions by Public Stockholders equal or exceed 85% of the outstanding shares of Class A Common Stock, an additional 12,254,902 PubCo Ordinary Shares (the “Additional Closing Share Consideration”). If redemptions by the Public Stockholders are less than 85%, the Additional Closing Share Consideration will be deferred and 12,254,902 PubCo Ordinary Shares (the “Deferred Share Consideration”) will be issued upon the satisfaction of certain earnout conditions. In addition to the Closing Cash Consideration, Closing Share Consideration, Additional Closing Share Consideration

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(if any), and Deferred Share Consideration (if any), Komisium (i) will retain the 65,000 PubCo Ordinary Shares to which the Initial Share Premium relates, and (ii) may receive up to an additional 10,000,000 PubCo Ordinary Shares in earnout consideration (the “Earnout Consideration”) upon the satisfaction of certain earnout conditions set forth in more detail in the Business Combination Agreement.

Additionally, pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the effective time of the Merger (the “Effective Time”), (a) each issued and outstanding share of Class B Common Stock shall no longer be outstanding and will be automatically converted into one share of Class A Common Stock subject to the terms of the Company’s Certificate of Incorporation and the Sponsor Support Agreement, (b) each issued and outstanding share of Class A Common Stock (including the shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock, but not including any shares redeemed by the Public Stockholders and certain other excluded Company shares) shall no longer be outstanding and will be automatically converted into the right of the holder thereof to receive one PubCo Ordinary Share and (c) each outstanding whole warrant of the Company will be assumed by PubCo and will become exercisable for one PubCo Ordinary Share, on the same terms as the warrants of the Company in accordance with the terms of the Warrant Agreement dated as of September 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

On September 2, 2022, Komisium, Novibet, PubCo, Merger Sub and the Company entered into Amendment No. 1 to the Business Combination Agreement, which among other things provided for (i) a closing share valuation of $500,000,000, with 12,254,902 PubCo Ordinary Shares issuable to Komisium at closing of the Proposed Business Combination if redemptions equal or exceed 85%, or if redemptions are less than 85%, then such PubCo Ordinary Shares would be deferred and issuable in subsequent years if certain earnout targets are met, (ii) a dual tranche earnout based on the achievement of certain net gaming revenue targets, (iii) clauses permitting Komisium to transfer up to 30% of the issued PubCo Ordinary Shares after the Closing, (iv) the payment of an amount of dividend declared prior to March 30, 2022 to Komisium up to the amount of €3,579,625, (v) the payment of the net profits generated by Novibet between signing and closing to Komisium, and (vi) a minimum cash closing condition of $12.5 million after transaction expenses and redemptions.

On December 14, 2022, Komisium, Novibet, PubCo, Merger Sub and the Company entered into Amendment No. 2 to the Business Combination Agreement, which among other things provided for (i) the change of Pubco’s jurisdiction of incorporation from England and Wales to Jersey and (ii) clauses permitting Komisium to transfer up to 10% of the issued Novibet ordinary shares prior to the Closing Date.

In connection with the execution of the Business Combination Agreement, the Sponsor, Novibet and the Company entered into a Sponsor Support Agreement on March 30, 2022 (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby, to vote against any business combination proposal other than the Proposed Business Combination or other proposals that would impede or frustrate the Proposed Business Combination, and to not change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company. Additionally, the Sponsor agreed not to redeem any shares of the Class A Common Stock or Class B Common Stock held by it in connection with the Proposed Business Combination, and to waive the anti-dilution and conversion price adjustments set forth in the Certificate of Incorporation with respect to its Class B Common Stock.

The closing of the Proposed Business Combination is subject to certain closing conditions and there is no assurance that the Proposed Business Combination will be completed.

On June 2, 2023, the Company informed Novibet, Komisium, and the other parties to the Business Combination Agreement of its decision to terminate the Business Combination Agreement, with immediate effect. The termination was made pursuant to the Business Combination Agreement. In addition, pursuant to the Sponsor Support Agreement, the termination of the Business Combination Agreement also terminated the Sponsor Support Agreement.

Liquidity and Going Concern Consideration

As of June 30, 2023, the Company had $51,409 in cash and a working capital deficit of $6,999,802.

The Company’s liquidity needs through June 30, 2023, were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company

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Working Capital Loans (defined below, see Note 5). As of June 30, 2023, there were no amounts outstanding under the Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination, which includes the Company’s most recent announcement related to a Definitive Merger Agreement with Danam Health, Inc., via Form 8-K filed with the SEC on Monday August 7^th, 2023.

If the Company’s funds are insufficient to meet the expenditures required for operating its business in the attempt to find a Business Combination or in the event that an initial Business Combination is not consummated, the Company will likely need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through October 4, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to raise additional capital.

In connection with the vote to approve the Charter Amendment Proposals, the holders of 18,012,973 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share (the “Redemptions”), for an aggregate redemption amount of approximately $189 million.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of the U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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Class A Common Stock Subject to Possible Redemption

All of the 20,125,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Proposed Business Combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with ASC 480, conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. As of June 30, 2023 and December 31, 2022, 2,112,027 and 20,125,000 shares of Class A common Stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A Common Stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had $1,589,736 and $1,316,585 of deferred income tax assets at June 30, 2023 and December 31, 2022, respectively, and a full valuation allowance at the end of each period.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

As of June 30, 2023 and December 31, 2022, income taxes payable of $647,396 and $591,919, respectively, are included in accounts payable and accrued expenses on the Company’s condensed balance sheet.

Net Income/(Loss) per Common Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, one for each of its Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net Income/(Loss) per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Net Income/(Loss) is allocated to the Company’s Class A Common Stock and Class B Common Stock based on the relative shares outstanding for each class of common stock compared to the Company’s total shares outstanding. The Company has not considered the effect of the warrants sold in the IPO or the Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Accretion associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value.

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On June 29, 2023, the Company issued an aggregate of 3,412,816 shares of non-redeemable Class A common stock to the Sponsor upon the conversion of an equal number of shares of Class B common stock held by the Sponsor as Founder Shares ("Founder Share Conversion"). The 3,412,816 shares of non-redeemable Class A common stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B common stock before the Founder Share Conversion (see Note 5).

The Company’s basic and diluted income/(loss) per share are calculated as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Class A Common Stock
Numerator: Net income/(loss) allocable to Class A Common Stock	$	1,115,145	$	3,614,039	$	3,141,106	$	2,610,650
Denominator: Weighted Average Class A Common Stock, Basic and Diluted		19,588,855		20,125,000		19,745,490		20,125,000
Net income/(loss) per share, Class A , basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Class B Common Stock
Numerator: Net income/(loss) allocable to Class B common stock	$	278,786	$	903,510		785,277		652,662
Denominator: Weighted Average Class B Common Stock, Basic and Diluted		4,902,371		5,031,250		4,938,965		5,031,250
Net income/(loss) per share, Class B, basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 10).

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $25,559,771 (including deferred underwriting commissions of an aggregate of approximately $7,043,750 which, prior to the resignation of Barclays and waiver of fees by BMO, was to be paid to the underwriters of the IPO upon the completion of the Business Combination, but has been waived following their resignation and waiver, respectively). As a result of the Barclays’ resignation letter and BMO’s waiver notice, the Company recorded (i) a positive adjustment to stockholders’ deficit of $6,717,612 and (ii) a gain on derecognition of deferred underwriting fees payable of

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$326,138 within the accompanying statements of operation during the year ended December 31, 2022. Of this amount, $13,158,021 was charged to stockholders’ deficit upon the completion of the Initial Public Offering, $10,897,232 was charged to temporary equity, and $1,154,518 was expensed due to allocating certain offering costs to the warrant liabilities. During the year ended December 31, 2022, the Company charged an additional $350,000 of deferred underwriting fees to temporary equity.

Warrant Liabilities

The Company accounts for warrants for shares of the Company’s Class A Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of any warrants. At that time, the portion of the warrant liabilities related to the warrants will be reclassified to additional paid-in capital.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units, including the 2,625,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Public Share at an exercise price of $11.50 per whole share (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 8,000,000 Private Placement Warrants at a price of $1.00 per warrant, generating total proceeds of $8,000,000 to the Company. Substantially concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 2,000,000 Private Placement Warrants to certain Institutional Anchor Investors for at a price of $1.00 per warrant, generating total proceeds of $2,000,000 to the Company.

Each Private Placement Warrant is identical to the Public Warrants in material terms and provisions, except that the Private Placement Warrants will be non-redeemable (except as described below in Note 7 under “Redemption of Warrants for Class A Common Stock”) and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees. If the Private Placement Warrants are held by holders other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On January 5, 2021, the Company issued 4,312,500 Founder Shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company with a value of $25,000. On March 16, 2021, the Company effected a stock split of the Founder Shares, resulting in an aggregate of 5,031,250 Founder Shares outstanding and held by the Sponsor. All share and per share amounts have been retroactively restated to reflect the stock split. Simultaneously with the closing the Initial Public Offering, the Sponsor forfeited 1,618,434 Founder Shares and the Company sold 1,618,434 Founder Shares to certain Institutional Anchor Investors at the original purchase price of $0.006 per share.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Public Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or

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other similar transaction that results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

In connection with the closing of the Initial Public Offering the Sponsor sold an aggregate of 1,618,434 Founder Shares to the Institutional Anchor Investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the Institutional Anchor Investors to be $13,796,426, or $8.54 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares over cost was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

On June 29, 2023, the Company issued an aggregate of 3,412,816 shares of non-redeemable Class A common stock to the Sponsor upon the conversion of an equal number of shares of Class B common stock held by the Sponsor as Founder Shares (“Founder Share Conversion”). The 3,412,816 shares of non-redeemable Class A common stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B common stock before the Founder Share Conversion, as described above.

Promissory Note — Related Party

On January 5, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of January 5, 2023 or the completion of the Initial Public Offering. The outstanding balance under the Note of $162,892 was repaid at the closing of the Initial Public Offering. The Note is no longer available.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

The Company entered into an agreement, commencing on September 30, 2021, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Proposed Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 in accordance with the terms of the agreement during the three months ended June 30, 2023, incurred $60,000 and paid $20,000 in accordance with the terms of the agreement, during the six months ended June 30, 2023 and incurred and paid $30,000 and $60,000 in accordance with the terms of the agreement during the three and six months ended June 30, 2022, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of macroeconomic conditions, such as the COVID-19 pandemic, downturns in the financial markets, inflation, declines in consumer spending, increases in interest rates, and geopolitical instability such as the war in Ukraine, on the industry and has concluded that while it is reasonably possible that such macroeconomic conditions could have a negative effect on the Company’s financial position, results of its operations, search for a target company and/or the completion of a Business Combination, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) became law, which, among other things, imposes a 1% excise tax on certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations (each, a “covered corporation”). The excise tax will apply to repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. The U.S. Department of Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change. Because the Company is a Delaware corporation its securities are trading on Nasdaq, it is expected that the Company will be a “covered corporation” for this purpose, and it is expected that the Company will be subject to the excise tax with respect to any redemptions of Class A Common Stock in connection with the Proposed Business Combination that are treated as repurchases for this purpose.

The extent of the excise tax that may be incurred would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the Proposed Business Combination, (iii) the nature and amount of the equity issued, if any, by us in connection with the Proposed Business Combination, and (iv) the content of forthcoming regulations and other guidance from the U.S. Department of the Treasury. Although issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase, absent the issuance of applicable guidance, it is not currently expected that this reduction would be available with respect to redemptions of Class A Common Stock by the Company and the issuance of shares in connection with the Proposed Business Combination. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which shares are repurchased, and only limited guidance on the mechanics of any required reporting and payment of the excise tax on which taxpayers may rely have been issued to date. The imposition of the excise tax could reduce the amount of cash available the Company us for effecting the redemptions of Class A Common Stock, and could reduce the cash on hand for the Company (and PubCo immediately following the Proposed Business Combination) to fund operations and to make distributions to stockholders.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Public Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters, prior to their respective resignation and waiver of fees, were entitled to deferred underwriting commissions of $0.35 per Unit, or $7,043,750 in the aggregate. The deferred underwriting commissions were expected to become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, dated September 29, 2021, among Barclays, BMO and the Company.

On July 14, 2022, Barclays delivered to the Company a notice of resignation of its roles as financial and capital markets advisor to the Company in connection with the Business Combination and waived all rights to fees (including deferred underwriting commissions for services rendered as one of the underwriters in the Company’s IPO) and reimbursement of expenses in connection with the Business Combination. On July 20, 2022, BMO, one of the underwriters in the IPO, delivered to the Company a notice that BMO waived all rights to its portion of the deferred underwriting commissions in connection with the IPO. BMO had no role in connection with the Business Combination.

As a result of the Barclays’ resignation letter and BMO’s waiver notice, the Company recorded a gain on derecognition of deferred underwriting fees payable of $326,138 within the Statement of Operations and $6,717,612 was recorded as an adjustment for accretion of Class A common stock subject to possible redemption amount for the year ended December 31, 2022.

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NOTE 7. WARRANT LIABILITIES

The Company accounted for 20,062,500 warrants issued in connection with the Initial Public Offering (10,062,500 Public Warrants and 10,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant is recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares of Class A Common Stock to holders seeking to exercise their warrants, unless the issuance of the shares of Class A Common Stock issuable upon such warrant exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire, as specified in the Warrant Agreement. If any such registration statement has not been declared effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the Class A Common Stock under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of Public Warrants for Cash

The Company may call the Public Warrants for redemption:

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in whole and not in part;

●

at a price of $0.01 per warrant;

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upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

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Redemption of Warrants for Class A Common Stock

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined as set out in the Warrant Agreement, based on the redemption date and the “fair market value” of the Class A Common Stock except as otherwise described below;

●

if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

●

if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Public Warrants, as described above; and

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if, and only if, there is an effective registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the Warrant Agreement. Additionally, in no event will the Company be required to net cash settle any warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

If (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 20,125,000 shares of Class A Common Stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets.

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The Class A Common Stock subject to possible redemption reflected on the balance sheets is reconciled in the following table:


Gross proceeds from Initial Public Offering	$	201,250,000
Less:
Fair Value of Public Warrants at Issuance		(5,816,125)
Offering Costs allocated to Class A common stock subject to possible redemption		(11,247,232)
Plus:
Accretion of Class A common stock subject to possible redemption amount		21,088,357
Class A common stock subject to possible redemption at December 31, 2021		205,275,000
Accretion of Class A common stock subject to possible redemption amount		(4,141,008)
Derecognition of deferred underwriting fee payable allocated to Class A common stock		6,717,612
Additional offering cost related to deferred underwriting fees		(350,000)
Class A common stock subject to possible redemption at December 31, 2022		207,501,604
Accretion of Class A common stock subject to possible redemption amount		1,558,841
Class A common stock subject to possible redemption at March 31, 2023		209,060,445
Accretion of Class A common stock subject to possible redemption amount		1,291,243
Redemption of Class A common stock on June 29, 2023		(189,038,189)
Class A common stock subject to possible redemption at June 30, 2023	$	21,313,499

NOTE 9. STOCKHOLDER’S DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred shares. At June 30, 2023 and December 31, 2022, there was no preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 380,000,000 shares of Class A Common Stock, $0.0001 par value per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. At December 31, 2022, there were no shares of Class A Common Stock issued or outstanding, excluding 20,125,000 shares of Class A Common Stock subject to possible redemption. On June 29, 2023, the Company issued an aggregate of 3,412,816 shares of non-redeemable Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B Common Stock held by the Sponsor as Founder Shares. The 3,412,816 shares of non-redeemable Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion (see Note 5). In connection with the 2023 Special Meeting and the vote to approve the Charter Amendment Proposals, the holders of 18,012,973 shares of Class A Common Stock elected to redeem their shares from the Trust Account for approximately $10.49 per share, or an aggregate of approximately $189 million. These shares were subsequently redeemed on July 10, 2023 (see Note 11).

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B Common Stock, $0.0001 par value per share. Holders of the Company’s Class B Common Stock are entitled to one vote for each share. At December 31, 2022, there were 5,031,250 shares of Class B Common Stock issued and outstanding. On June 29, 2023, an aggregate of 3,412,816 shares of Class B Common Stock were converted on a one-for-one basis into shares of non-redeemable Class A Common Stock as a result of Founder Share Conversion as described in the paragraph above (see Note 5). Following the Founder Share Conversion and the Redemptions, 1,618,434 shares of Class B Common Stock issued and outstanding.

Simultaneously with the closing of the Initial Public Offering on October 4, 2021, the Sponsor forfeited 1,618,434 Founder Shares and the Company sold 1,618,434 Founder Shares to certain Institutional Anchor Investors at the original purchase price of $0.006 per share. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial business combination on a one-for-one basis, subject to adjustment as provided in the Final Prospectus.

Holders of the Class A Common Stock and holders of the Founder Shares will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law or stock exchange rule; provided that only holders of the Founder Shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Founder Shares may remove a member of the board of directors for any reason.

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The Founder Shares will automatically convert into Class A Common Stock at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the total number of all shares of Class A Common Stock issued in the Offering (including any shares of Class A Common Stock issued pursuant to the underwriters’ over-allotment option) plus (ii) the sum of (i) all shares of Class A Common Stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued in connection with or in relation to the consummation of a Business Combination (including any shares of Class A Common Stock issued pursuant to a forward purchase agreement), excluding any shares of Class A Common Stock or equity-linked securities or rights issued, or to be issued, to any seller in a Business Combination, any Private Placement Warrants issued to the Sponsor, or an affiliate of the Sponsor, or any member of management team upon conversion of Working Capital Loans and any warrants issued pursuant to a forward purchase agreement, minus (ii) the number of shares of Class A Common Stock redeemed in connection with a Business Combination, provided that such conversion of Founder Shares shall never be less than one-to-one.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

NOTE 10. FAIR VALUE MEASUREMENT

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		June 30,
Description	Level	2023
Assets:
Investments held in Trust Account, current	1	$	189,038,189
Investments held in Trust Account, noncurrent	1	$	22,060,895
Liabilities:
Warrant liability – Public Warrants	2	$	292,819
Warrant liability – Private Placement Warrants	2	$	291,000


		December 31,
Description	Level	2022
Assets:
Investments held in Trust Account	1	$	208,244,129
Liabilities:
Warrant liability – Public Warrants	1	$	1,360,450
Warrant liability – Private Placement Warrants	2	$	1,352,000

Warrants

The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.

The warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of June 30, 2023 and December 31, 2022, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, as such are listed as a Level 2 in the hierarchy table above.

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NOTE 11. SUBSEQUENT EVENTS

The Company evaluated events that have occurred up to the date the unaudited condensed financial statements were issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 9 and the following:

On July 5, 2023, the Company and Sponsor entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”). Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties agreed that:

●

The Investor will make a cash contribution (the “Capital Contribution”) to Sponsor in an aggregate amount of $1 million, as follows: (i) an initial tranche of $400,000, to be paid within two business days of the date of the Subscription Agreement, but no later than July 5, 2023, (ii) a second tranche of $300,000, to be paid within two business days of the Company and Sponsor entering into a definitive agreement for the Company’s initial business combination, and (iii) a third tranche, subject to written approval of the Company, of $300,000, to be paid within two business days of the Company submitting both an initial registration statement on Form S-4 with the SEC and amendments to such registration statement in response to comment letters from the SEC.

●

The Capital Contribution will in turn be loaned by the Sponsor to the Company to cover working capital expenses (the “SPAC Loan”). The SPAC Loan will not accrue interest and will be repaid by the Company upon the closing of the Company’s initial business combination (the “De-SPAC Closing”). The Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing. The Investor may elect at the De-SPAC Closing to receive such payments in cash or shares of Class A common stock of the Company (“Class A common stock”) at a rate of one share of Class A common stock for each $10 of the Capital Contribution.

●

In consideration for the Capital Contribution, at the De-SPAC Closing the Company will issue to the Investor one share of Class A common stock for each dollar of the Capital Contribution funded by the Investor. The Company agreed that such shares will not be subject to transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and will be registered as part of any registration statement to be filed in connection with the business combination or, if no such registration statement is filed, will be registered as part of the first registration statement to be filed by the Company or the surviving entity following the De-SPAC Closing, which will be filed no later than 30 days after the De-SPAC Closing and be declared effective no later than 90 days after the De-SPAC Closing.

●

If the SPAC or Sponsor defaults in its obligations under the Subscription Agreement and such default continues for a period of five business days following written notice, Sponsor agreed to immediately transfer to Investor 100,000 shares of Class A common stock and an additional 100,000 shares of Class A common stock each month thereafter until the default is cured, up to a maximum of 1 million shares of Class A common stock, subject to a 19.9% beneficial ownership limitation set forth in the Subscription Agreement.

●

On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000.

On July 5, 2023, the Sponsor advanced $400,000 to the Company, of which $180,000 was contributed to the Trust Account for the initial three-month period of the extension.

On July 31, 2023, Thomas Granite resigned from his role as Chief Financial Officer position with the Company. On August 3, 2023, the board of directors of the Company appointed Philip Kaplan, the Company’s current Co-Chief Executive Officer and President, as the Principal Financial and Accounting Officer of the Company, succeeding Thomas Granite.

On August 7, 2023, the Company and Danam Health, Inc. announced the execution of a Definitive Merger Agreement. Danam Health, Inc. is a health services technology and pharmaceutical distribution company pioneering an ecosystem model designed to empower various stakeholders in the prescription journey and patient medication compliance aspects of healthcare.

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Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Artemis Strategic Investment Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Artemis Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and the Risk Factors section of the Annual Report on Form 10-K as filed with the SEC on June 30, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on January 4, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Proposed Business Combination with Novibet

On March 30, 2022, the Company entered into the Business Combination Agreement, with Komisium, Novibet, PubCo and Merger Sub, which was subsequently amended on September 2, 2022, and December 14, 2022 which provides for, among other things, (i) the Share Exchange and (ii) the Merger.

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time, Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for receiving at closing of the Proposed Business Combination (a) the Closing Cash Consideration, (b) the Closing Share Consideration, and (c) in the event that redemptions by Artemis’s public stockholders equal or exceed 85% of the outstanding shares of Class A Common Stock, the Additional Closing Share Consideration. If redemptions by the Public Stockholders are less than 85%, the Additional Closing Share Consideration will be deferred and the Deferred Share Consideration will be issued upon the satisfaction of certain earnout conditions. In addition to the Closing Cash Consideration, Closing Share Consideration, Additional Closing Share Consideration (if any), and Deferred Share Consideration (if any), Komisium (i) will retain the 65,000 PubCo Ordinary Shares to which the Initial Share Premium relates, and (ii) may receive the Earnout Consideration upon the satisfaction of certain earnout conditions set forth in more detail in the Business Combination Agreement.

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Additionally, pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time, (a) each share of Class B Common Stock shall no longer be outstanding and will be automatically converted into one share of Class A Common Stock subject to the terms of the Company’s Certificate of Incorporation and the Sponsor Support Agreement, (b) each issued and outstanding share of Class A Common Stock (including the shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock, but not including any shares redeemed by the Public Stockholders and certain other excluded Company shares) shall no longer be outstanding and will be automatically converted into the right of the holder thereof to receive one PubCo Ordinary Share and (c) each outstanding whole warrant of the Company will be assumed by PubCo and will become exercisable for one PubCo Ordinary Share, on the same terms as the warrants of the Company in accordance with the terms of the Warrant Agreement.

Novibet is a vertically-integrated online gambling operator offering a full suite of online gaming and sports betting products across desktop and mobile channels. The parties have ascribed Novibet a pre-business combination enterprise value of $500 million. The Proposed Business Combination is expected to close following the fulfillment of the closing conditions set forth in the Business Combination Agreement.

For more information about the Business Combination Agreement and the Proposed Business Combination, see the Registration Statement on Form F-4 filed by PubCo on September 9, 2022, as amended (the “Registration Statement”). Unless specifically stated, this Quarterly Report does not give effect to the proposed business combination and does not detail the risks associated with the Proposed Business Combination. Such risks and effects are set forth in the Registration Statement. On June 2, 2023, the Company informed Novibet, Komisium, and the other parties to the Business Combination Agreement of its decision to terminate the Business Combination Agreement, with immediate effect. The termination was made pursuant to the Business Combination Agreement. In addition, pursuant to the Sponsor Support Agreement, the termination of the Business Combination Agreement also terminated the Sponsor Support Agreement.

Extension of Our Combination Period and Founder Share Conversion

We initially had until July 4, 2023 to consummate our initial Business Combination. On June 29, 2023, we held the 2023 Special Meeting, at which our stockholders approved, among other things, the Charter Amendment Proposals. In connection with the vote to approve the Charter Amendment Proposals, the holders of 18,012,973 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.49 per share, for an aggregate redemption amount of approximately $189 million.

Following approval of the Founder Share Amendment Proposal, on June 29, 2023, we issued an aggregate of 3,412,816 shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B common stock held by the Sponsor as Founder Shares. The 3,412,816 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the Registration Statement. Following the Founder Share Conversion and Redemptions, there were 5,524,843 shares of Class A Common Stock issued and outstanding and 1,618,434 share of Class B Common Stock issued and outstanding. As a result of the Founder Share Conversion, the Sponsor holds approximately 47.8% of the issued and outstanding Class A common stock.

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Recent Developments

On June 29, 2023, at the 2023 Special Meeting, the Company’s stockholders approved an extension of time for the Company to consummate the Business Combination from July 4, 2023 to October 4, 2023 (or such shorter period of time as determined by the Company’s board of directors) (the “Extension”). In connection with the Extension, the Sponsor agreed to deposit into the Trust Account as a loan, (i) on July 5, 2023, an amount equal to the lesser of (x) $180,000 or (y) $0.105 per public share multiplied by the number of public shares outstanding, and (ii) one business day following the public announcement by the Company disclosing that the Company’s board of directors has determined 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, an amount equal to the lesser of (x) $60,000 or (y) $0.035 per public share multiplied by the number of public shares outstanding.

●

On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000.

On July 5, 2023, 2023, the Sponsor advanced $400,000 to the Company, of which $180,000 was contributed to the Trust Account for the initial three-month period of the extension.

The foregoing description of the Subscription Agreement is a summary only and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which was provided to the Current Report on Form 8-K filed with the SEC on July 6, 2023.

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Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying and evaluating a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. We will incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had net income of $1,393,931, which consisted of $227,545 of operating costs, offset by non-cash gains of $619,931 related to change in fair value of warrant liabilities and interest income of $1,807,023.

For the six months ended June 30, 2023, we had net income of $3,926,383, which consisted of $812,684 of operating costs, offset by non-cash gains of $2,128,631 related to change in fair value of warrant liabilities and interest income of $3,835,611.

For the three months ended June 30, 2022, we had net income of $4,517,549, which consisted of $781,914 of operating costs, offset by non-cash gains of $5,067,788 related to change in fair value of warrant liabilities and interest income of $231,675.

For the six months ended June 30, 2022, we had net income of $3,263,313, which consisted of $5,054,348 of operating costs, offset by non-cash gains of $8,051,082 related to change in fair value of warrant liabilities and interest income of $266,579.

Liquidity and Going Concern Consideration

On October 4, 2021, we consummated the Initial Public Offering of 20,125,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,625,000 Units, at $10.00 per Unit, generating gross proceeds of $201,250,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 Sponsor Warrants at a price of $1.00 per Sponsor Warrant in a private placement to the Sponsor, generating gross proceeds of $8,000,000, which is described in Note 4. The Company also consummated the sale of 2,000,000 Anchor Investor Warrants at a price of $1.00 per Anchor Investor Warrant in a private placement to certain Institutional Anchor Investors, generating gross proceeds of $2,000,000.

Following the closing of the Initial Public Offering on October 4, 2021, an amount of $205,275,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Placement Warrants was placed in the Trust Account. We incurred transaction costs totaling $25,559,771, consisting of $3,825,000 of underwriting fees, $7,043,750 of deferred underwriting commissions, $13,796,426 of offering costs related to the fair value of the Founder Shares issued to certain Institutional Anchor Investors and $894,595 of other offering costs. Effective as of July 14, 2022, Barclays resigned and withdrew from its role as financial advisor and capital markets advisor to the Company and waived its entitlement to all fees in connection with the Business Combination, including its portion of the deferred underwriting commissions in the amount of approximately $4,578,438. Effective as of July 20, 2022, BMO waived its entitlement to its portion of the deferred underwriting commissions in the amount of approximately $2,465,312.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant, at the option of the lender.

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With the Extension Amendment Proposal approved by the Company’s stockholders at the 2023 Special Meeting, the Company plans to continue its efforts to complete a Business Combination by October 4, 2023, with extensions up to April 4, 2024 by resolution of the Company’s board of directors.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through October 4, 2023 or April 4, 2024 if extensions are exercised. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

For the six months ended June 30, 2023, cash used in operating activities was $1,090,188. Net income of $3,926,383 was affected by non-cash gains of $2,128,631 related to changes in the fair value of warrant liabilities, interest income of $3,835,611 and changes in operating assets and liabilities of $947,671.

As of June 30, 2023, we had cash of $51,409 and investments of $211,099,084 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account (less taxes paid) to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023 or December 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. We began incurring these fees on September 30, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Refer to Note 6 to the financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of our obligations under the Registration Rights Agreement.

Refer to Note 1 to the financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the terms and obligations of the Company under the Business Combination Agreement and the Sponsor Support Agreement.

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The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Proposed Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

Critical Accounting Estimates

Refer to Note 2 to our unaudited condensed financial statements included in Item 1 of Part I of this Quarterly Report for discussion of management’s critical accounting estimates and consideration of recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting. As previously disclosed, on March 30, 2023, our management and the audit committee of our board of directors concluded that our previously issued unaudited interim financial statements included in our Quarterly Report for the quarter ended September 30, 2022 should no longer be relied upon due to an error in the accounting for the waiver of the deferred underwriting fee by the underwriters of our IPO. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, management did implement changes in internal control over financial reporting during the second quarter of 2023 designed to remediate a material weakness.

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PART II-OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

ITEM 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on June 30, 2023. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. There have been no material changes to the risk factors set forth in the Annual Report on Form 10-K filed with the SEC on June 30, 2023.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

●

On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On June 29, 2023, we held the 2023 Special Meeting and approved, among other things, the Charter Amendment Proposals, which (i) extended the date by which the Company must consummate its initial business combination (the “Extension”), from July 4, 2023 to October 4, 2023 (the “Extended Date”) and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors, to elect to further extend the Extended Date in one-month increments up to six additional times, or a total of up to nine months total, up to April 4, 2024; (ii) amended the Certificate of Incorporation to eliminate (a) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (b) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination; and (iii) provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share, to convert such shares into Class A common stock, par value $0.0001 per share, on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder. In connection with the vote to approve the Charter Amendment Proposals, the holders of 18,012,973 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $189 million.

The following table contains monthly information about the redemption of our equity securities for the three months ended June 30, 2023:


					(d) Maximum number
					(or approximate dollar
				(c) Total number of	value) of shares (or units)
	(a) Total			shares (or units)	that may yet be
	number of	(b) Average		purchased as part of	purchased under
	shares (or units)	price paid per share		publicly announced	the plans or
Period	purchased	(or unit)		plans or programs	programs
April 1 – April 30, 2023	—		—	—	—

May 1 – May 31, 2023	—		—	—	—

June 1 – June 30, 2023	18,012,973	$	10.49	—	—

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARTEMIS STRATEGIC INVESTMENT CORPORATION

Date: August 10, 2023	/s/ Holly Gagnon
	Name:	Holly Gagnon
	Title:	Co-Chief Executive Officer and Chairperson
		(Principal Executive Officer)

	/s/ Philip Kaplan
	Name:	Philip Kaplan
	Title:	Co-Chief Executive Officer and President
		(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Holly Gagnon, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Artemis Strategic Investment Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 10, 2023	/s/ Holly Gagnon
	Holly Gagnon
	Co-Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip Kaplan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Artemis Strategic Investment Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 10, 2023	/s/ Philip Kaplan
	Philip Kaplan
	Co-Chief Executive Officer and President
	(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Holly Gagnon, Co-Chief Executive Officer of Artemis Strategic Investment Corporation (the “Company”), hereby certify, that, to my knowledge:

1.	the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 10, 2023	/s/ Holly Gagnon
	Holly Gagnon
	Co-Chief Executive Officer
	(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Philip Kaplan, Co-Chief Executive Officer, President, and Principal Financial and Accounting Officer of Artemis Strategic Investment Corporation (the “Company”), hereby certify, that, to my knowledge:

1.	the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 10, 2023	/s/ Philip Kaplan
	Philip Kaplan
	Co-Chief Executive Officer and President
	(Principal Financial and Accounting Officer)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 08, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40855
Entity Registrant Name	Artemis Strategic Investment Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2533565
Entity Address, Address Line One	3310 East Corona Avenue
Entity Address, City or Town	Phoenix
Entity Address State Or Province	AZ
Entity Address, Postal Zip Code	85040
City Area Code	602
Local Phone Number	346-0329
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001839990
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	ARTEU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ARTE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		5,524,843
Warrants, each whole warrant exercisable for one share of Class A common stock
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	ARTEW
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		1,618,434

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 51,409	$ 160,940
Prepaid expenses	35,000	106,495
Investments held in Trust Account	189,038,189
Total Current Assets	189,124,598	267,435
Investments held in Trust Account	22,060,895	208,244,129
Total Assets	211,185,493	208,511,564
Current liabilities
Accounts payable and accrued expenses	7,086,211	6,210,035
Amounts due to redeemed Class A common stockholders	189,038,189
Total Current Liabilities	196,124,400	6,210,035
Derivative warrant liabilities	583,819	2,712,450
Total Liabilities	196,708,219	8,922,485
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022
Accumulated deficit	(6,836,728)	(7,913,028)
Total Stockholders' Deficit	(6,836,225)	(7,912,525)
Total Liabilities and Stockholders' Deficit	211,185,493	208,511,564
Class A common stock
Stockholders' Deficit
Common stock	341
Class A common stock subject to possible redemption
Current liabilities
Class A common stock; 20,125,000 shares subject to possible redemption at $10.45 and $10.31 per share at June 30, 2023 and December 31, 2022, respectively	21,313,499	207,501,604
Class B common stock
Stockholders' Deficit
Common stock	$ 162	$ 503

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 29, 2023	Dec. 31, 2022	Oct. 04, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Class A common stock
Common stock, redemption value per share	$ 10.49
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000		380,000,000
Common stock, shares issued	3,412,816		0
Common stock, shares outstanding	3,412,816		0
Class A common stock subject to possible redemption
Common stock subject to possible redemption	2,112,027		20,125,000
Common stock, redemption value per share	$ 10.09		$ 10.31
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares authorized	20,000,000		20,000,000
Common stock, shares issued	1,618,434		5,031,250
Common stock, shares outstanding	1,618,434	1,618,434	5,031,250

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and general and administrative expenses	$ 227,545	$ 781,914	$ 812,684	$ 5,054,348
Loss from operations	(227,545)	(781,914)	(812,684)	(5,054,348)
Other income
Interest earned on investments held in trust account	1,807,023	231,675	3,835,611	266,579
Change in fair value of warrant liabilities	619,931	5,067,788	2,128,631	8,051,082
Total other income	2,426,954	5,299,463	5,964,242	8,317,661
Income before provision for income taxes	2,199,409	4,517,549	5,151,558	3,263,313
Provision for income taxes	(805,478)		(1,225,175)
Net income	$ 1,393,931	$ 4,517,549	$ 3,926,383	$ 3,263,313
Class A common stock
Other income
Weighted average shares of common stock outstanding, basic	19,588,855	20,125,000	19,745,490	20,125,000
Weighted average shares of common stock outstanding, diluted	19,588,855	20,125,000	19,745,490	20,125,000
Basic net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13
Diluted net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13
Class B common stock
Other income
Weighted average shares of common stock outstanding, basic	4,902,371	5,031,250	4,938,965	5,031,250
Weighted average shares of common stock outstanding, diluted	4,902,371	5,031,250	4,938,965	5,031,250
Basic net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13
Diluted net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021		$ 503	$ 0	$ (15,533,626)	$ (15,533,123)
Balance at the beginning (in shares) at Dec. 31, 2021		5,031,250
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)				(1,254,236)	(1,254,236)
Balance at the end at Mar. 31, 2022		$ 503		(16,787,862)	(16,787,359)
Balance at the end (in shares) at Mar. 31, 2022		5,031,250
Balance at the beginning at Dec. 31, 2021		$ 503	0	(15,533,626)	(15,533,123)
Balance at the beginning (in shares) at Dec. 31, 2021		5,031,250
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)					3,263,313
Balance at the end at Jun. 30, 2022		$ 503		(12,620,313)	(12,619,810)
Balance at the end (in shares) at Jun. 30, 2022		5,031,250
Balance at the beginning at Dec. 31, 2021		$ 503	$ 0	(15,533,626)	(15,533,123)
Balance at the beginning (in shares) at Dec. 31, 2021		5,031,250
Balance at the end at Dec. 31, 2022		$ 503		(7,913,028)	(7,912,525)
Balance at the end (in shares) at Dec. 31, 2022		5,031,250
Balance at the beginning at Mar. 31, 2022		$ 503		(16,787,862)	(16,787,359)
Balance at the beginning (in shares) at Mar. 31, 2022		5,031,250
Increase (Decrease) in Stockholders' Equity (Deficit)
Accretion of Class A common stock subject to possible redemption amount				(350,000)	(350,000)
Net income (loss)				4,517,549	4,517,549
Balance at the end at Jun. 30, 2022		$ 503		(12,620,313)	(12,619,810)
Balance at the end (in shares) at Jun. 30, 2022		5,031,250
Balance at the beginning at Dec. 31, 2022		$ 503		(7,913,028)	(7,912,525)
Balance at the beginning (in shares) at Dec. 31, 2022		5,031,250
Increase (Decrease) in Stockholders' Equity (Deficit)
Accretion of Class A common stock subject to possible redemption amount				(1,558,841)	(1,558,841)
Net income (loss)				2,532,453	2,532,453
Balance at the end at Mar. 31, 2023		$ 503		(6,939,416)	(6,938,913)
Balance at the end (in shares) at Mar. 31, 2023		5,031,250
Balance at the beginning at Dec. 31, 2022		$ 503		(7,913,028)	(7,912,525)
Balance at the beginning (in shares) at Dec. 31, 2022		5,031,250
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)					3,926,383
Balance at the end at Jun. 30, 2023	$ 341	$ 162		(6,836,728)	(6,836,225)
Balance at the end (in shares) at Jun. 30, 2023	3,412,816	1,618,434
Balance at the beginning at Mar. 31, 2023		$ 503		(6,939,416)	(6,938,913)
Balance at the beginning (in shares) at Mar. 31, 2023		5,031,250
Increase (Decrease) in Stockholders' Equity (Deficit)
Accretion of Class A common stock subject to possible redemption amount				(1,291,243)	(1,291,243)
Conversion of Class B common stock to Class A common stock (in shares)	3,412,816	(3,412,816)
Conversion of Class B common stock to Class A common stock	$ 341	$ (341)
Net income (loss)				1,393,931	1,393,931
Balance at the end at Jun. 30, 2023	$ 341	$ 162		$ (6,836,728)	$ (6,836,225)
Balance at the end (in shares) at Jun. 30, 2023	3,412,816	1,618,434

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income			$ 3,926,383	$ 3,263,313
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Interest earned on investments held in trust account	$ (1,807,023)	$ (231,675)	(3,835,611)	(266,579)
Change in fair value of warrant liabilities	(619,931)	(5,067,788)	(2,128,631)	(8,051,082)
Adjustments to operating assets and liabilities:
Decrease in prepaid expenses			71,495	155,725
Increase in accounts payable and accrued expenses			876,176	4,442,366
Net cash used in operating activities			(1,090,188)	(456,257)
Cash flows from investing activities:
Proceeds from Trust Account to pay for taxes			980,657
Net cash provided by investing activities			980,657
Net change in cash			(109,531)	(456,257)
Cash at beginning of period			160,940	953,329
Cash at end of period	$ 51,409	$ 497,072	51,409	$ 497,072
Non-cash investing and financing activities:
Amounts due to redeemed Class A common stockholders			189,038,189
Cash paid for income taxes			$ 750,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

Jun. 30, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Proposed Business Combination with Novibet

The closing of the Proposed Business Combination is subject to certain closing conditions and there is no assurance that the Proposed Business Combination will be completed.

Liquidity and Going Concern Consideration

As of June 30, 2023, the Company had $51,409 in cash and a working capital deficit of $6,999,802.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Income/(Loss) per Common Share

Accretion associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value.

The Company’s basic and diluted income/(loss) per share are calculated as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Class A Common Stock
Numerator: Net income/(loss) allocable to Class A Common Stock	$	1,115,145	$	3,614,039	$	3,141,106	$	2,610,650
Denominator: Weighted Average Class A Common Stock, Basic and Diluted		19,588,855		20,125,000		19,745,490		20,125,000
Net income/(loss) per share, Class A , basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Class B Common Stock
Numerator: Net income/(loss) allocable to Class B common stock	$	278,786	$	903,510		785,277		652,662
Denominator: Weighted Average Class B Common Stock, Basic and Diluted		4,902,371		5,031,250		4,938,965		5,031,250
Net income/(loss) per share, Class B, basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Fair Value of Financial Instruments

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Offering Costs Associated with the Initial Public Offering

Warrant Liabilities

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

INITIAL PUBLIC OFFERING

6 Months Ended

Jun. 30, 2023

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2023

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

other similar transaction that results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

On June 29, 2023, the Company issued an aggregate of 3,412,816 shares of non-redeemable Class A common stock to the Sponsor upon the conversion of an equal number of shares of Class B common stock held by the Sponsor as Founder Shares (“Founder Share Conversion”). The 3,412,816 shares of non-redeemable Class A common stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B common stock before the Founder Share Conversion, as described above.

Promissory Note — Related Party

Related Party Loans

Administrative Support Agreement

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Registration Rights

Underwriting Agreement

WARRANT LIABILITIES

6 Months Ended

Jun. 30, 2023

WARRANT LIABILITIES

WARRANT LIABILITIES

NOTE 7. WARRANT LIABILITIES

Redemption of Public Warrants for Cash

The Company may call the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

Redemption of Warrants for Class A Common Stock

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

6 Months Ended

Jun. 30, 2023

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Class A Common Stock subject to possible redemption reflected on the balance sheets is reconciled in the following table:


Gross proceeds from Initial Public Offering	$	201,250,000
Less:
Fair Value of Public Warrants at Issuance		(5,816,125)
Offering Costs allocated to Class A common stock subject to possible redemption		(11,247,232)
Plus:
Accretion of Class A common stock subject to possible redemption amount		21,088,357
Class A common stock subject to possible redemption at December 31, 2021		205,275,000
Accretion of Class A common stock subject to possible redemption amount		(4,141,008)
Derecognition of deferred underwriting fee payable allocated to Class A common stock		6,717,612
Additional offering cost related to deferred underwriting fees		(350,000)
Class A common stock subject to possible redemption at December 31, 2022		207,501,604
Accretion of Class A common stock subject to possible redemption amount		1,558,841
Class A common stock subject to possible redemption at March 31, 2023		209,060,445
Accretion of Class A common stock subject to possible redemption amount		1,291,243
Redemption of Class A common stock on June 29, 2023		(189,038,189)
Class A common stock subject to possible redemption at June 30, 2023	$	21,313,499

STOCKHOLDER'S DEFICIT

6 Months Ended

Jun. 30, 2023

STOCKHOLDER'S DEFICIT

STOCKHOLDER'S DEFICIT

NOTE 9. STOCKHOLDER’S DEFICIT

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

NOTE 10. FAIR VALUE MEASUREMENT


		June 30,
Description	Level	2023
Assets:
Investments held in Trust Account, current	1	$	189,038,189
Investments held in Trust Account, noncurrent	1	$	22,060,895
Liabilities:
Warrant liability – Public Warrants	2	$	292,819
Warrant liability – Private Placement Warrants	2	$	291,000


		December 31,
Description	Level	2022
Assets:
Investments held in Trust Account	1	$	208,244,129
Liabilities:
Warrant liability – Public Warrants	1	$	1,360,450
Warrant liability – Private Placement Warrants	2	$	1,352,000

Warrants

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

●

On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000.

On July 5, 2023, the Sponsor advanced $400,000 to the Company, of which $180,000 was contributed to the Trust Account for the initial three-month period of the extension.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Income/(Loss) per Common Share

Accretion associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value.

The Company’s basic and diluted income/(loss) per share are calculated as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Class A Common Stock
Numerator: Net income/(loss) allocable to Class A Common Stock	$	1,115,145	$	3,614,039	$	3,141,106	$	2,610,650
Denominator: Weighted Average Class A Common Stock, Basic and Diluted		19,588,855		20,125,000		19,745,490		20,125,000
Net income/(loss) per share, Class A , basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Class B Common Stock
Numerator: Net income/(loss) allocable to Class B common stock	$	278,786	$	903,510		785,277		652,662
Denominator: Weighted Average Class B Common Stock, Basic and Diluted		4,902,371		5,031,250		4,938,965		5,031,250
Net income/(loss) per share, Class B, basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Fair Value of Financial Instruments

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Offering Costs Associated with the Initial Public Offering

Warrant Liabilities

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of company's basic and diluted income/(loss) per share


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Class A Common Stock
Numerator: Net income/(loss) allocable to Class A Common Stock	$	1,115,145	$	3,614,039	$	3,141,106	$	2,610,650
Denominator: Weighted Average Class A Common Stock, Basic and Diluted		19,588,855		20,125,000		19,745,490		20,125,000
Net income/(loss) per share, Class A , basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

Class B Common Stock
Numerator: Net income/(loss) allocable to Class B common stock	$	278,786	$	903,510		785,277		652,662
Denominator: Weighted Average Class B Common Stock, Basic and Diluted		4,902,371		5,031,250		4,938,965		5,031,250
Net income/(loss) per share, Class B, basic and diluted	$	0.06	$	0.18	$	0.16	$	0.13

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)

6 Months Ended

Jun. 30, 2023

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Schedule of reconciliation of Class A common stock subject to possible redemption


Gross proceeds from Initial Public Offering	$	201,250,000
Less:
Fair Value of Public Warrants at Issuance		(5,816,125)
Offering Costs allocated to Class A common stock subject to possible redemption		(11,247,232)
Plus:
Accretion of Class A common stock subject to possible redemption amount		21,088,357
Class A common stock subject to possible redemption at December 31, 2021		205,275,000
Accretion of Class A common stock subject to possible redemption amount		(4,141,008)
Derecognition of deferred underwriting fee payable allocated to Class A common stock		6,717,612
Additional offering cost related to deferred underwriting fees		(350,000)
Class A common stock subject to possible redemption at December 31, 2022		207,501,604
Accretion of Class A common stock subject to possible redemption amount		1,558,841
Class A common stock subject to possible redemption at March 31, 2023		209,060,445
Accretion of Class A common stock subject to possible redemption amount		1,291,243
Redemption of Class A common stock on June 29, 2023		(189,038,189)
Class A common stock subject to possible redemption at June 30, 2023	$	21,313,499

FAIR VALUE MEASUREMENT (Tables)

6 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENT

Schedule of company's assets and liabilities that are measured at fair value


		June 30,
Description	Level	2023
Assets:
Investments held in Trust Account, current	1	$	189,038,189
Investments held in Trust Account, noncurrent	1	$	22,060,895
Liabilities:
Warrant liability – Public Warrants	2	$	292,819
Warrant liability – Private Placement Warrants	2	$	291,000


		December 31,
Description	Level	2022
Assets:
Investments held in Trust Account	1	$	208,244,129
Liabilities:
Warrant liability – Public Warrants	1	$	1,360,450
Warrant liability – Private Placement Warrants	2	$	1,352,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)									6 Months Ended	12 Months Ended
	Jun. 29, 2023 USD ($) item $ / shares	Dec. 14, 2022	Sep. 02, 2022 USD ($) shares	Mar. 28, 2022 USD ($) $ / shares shares	Oct. 04, 2021 USD ($) $ / shares shares	Mar. 16, 2021 $ / shares shares	Jan. 05, 2021 USD ($) $ / shares shares	Jan. 04, 2021 item	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Jul. 20, 2022 USD ($)	Jul. 14, 2022 USD ($)	Mar. 28, 2022 EUR (€)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item								1
Purchase price, per unit \| $ / shares									$ 10.00
Sale of units, net of underwriting discounts (in shares) \| shares									13,020,000
Number of shares no longer subject to forfeiture \| shares									656,250
Proceeds from issuance of units									$ 130,200,000
Underwriting commissions											$ 2,465,312	$ 4,578,438
Other offering costs									$ 13,158,021
Adjustment to stockholders' deficit										$ 6,717,612
Gain from recognition of deferred underwriting fee payable										326,138
Condition for future business combination use of proceeds percentage									80
Condition for future business combination threshold percentage ownership									50
Minimum net tangible assets upon consummation of business combination									$ 5,000,001
Maximum allowed dissolution expenses									$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)									100.00%
Cash									$ 51,409	160,940
Working capital deficit									6,999,802
Working capital loans									0
Term for which the period to complete Initial Business Combination shall be extended each time	1 month
Number of times the period to complete Initial Business Combination can be extended \| item	6
Maximum extension term to complete Initial Business Combination	9 months
Investments held in Trust Account									22,060,895	$ 208,244,129
Business Combination Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Amount in excess of gross proceeds				$ 100,000,000
Closing share valuation			$ 500,000,000
Minimum closing cash consideration after transaction expenses and redemptions				$ 12,500,000
Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of Class B common stock to Sponsor (in shares) \| shares						1,618,434
Aggregate purchase price									$ 13,796,426
Sponsor forfeited common stock \| shares						1,618,434
Purchase price \| $ / shares						$ 0.006			$ 8.54
Common Stock, Conversion Basis									The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial business combination on a one-for-one basis
Share Price \| $ / shares						$ 0.006			$ 8.54
PubCo \| Business Combination Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Minimum percentage of redemption on outstanding shares of common stock for issuing additional cash consideration				85.00%
Maximum percentage of redemption on outstanding shares of common stock for issuing deferred cash consideration				85.00%
Deferred share consideration \| shares				12,254,902
Earnout consideration \| shares				10,000,000
Novibet
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares converted \| shares				1
Komisium Limited \| Business Combination Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Minimum percentage of redemption on outstanding shares of common stock for issuing additional cash consideration			85.00%
Maximum percentage of redemption on outstanding shares of common stock for issuing deferred cash consideration			85.00%
Maximum percentage pf shares to be transferred		10.00%		30.00%
Maximum amount of divided to be paid \| €													€ 3,579,625
Komisium Limited \| PubCo \| Business Combination Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Closing cash consideration				$ 50,000,000
Closing share consideration				$ 500,000,000
Price per share \| $ / shares				$ 10.20
Initial Share Premium				$ 598,000
Additional Closing Share Consideration \| shares				12,254,902
Number of shares to be retained \| shares				65,000
Number of shares issuable \| shares			12,254,902
Class B common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of Class B common stock to Sponsor (in shares) \| shares						5,031,250
Common stock, par value (in dollars per share) \| $ / shares									0.0001	$ 0.0001
Aggregate purchase price							$ 25,000
Purchase price, per unit \| $ / shares							$ 0.006
Class B common stock \| Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sponsor forfeited common stock \| shares					1,618,434
Class A common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001				$ 0.0001	$ 0.0001
Number of shares in a unit \| shares					1
Number of shares redeemed \| shares									18,012,973
Redemption price per share \| $ / shares									$ 10.49
Redemption amount									$ 189,000,000
PubCo Ordinary Share
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares converted in to the rights of the holder \| shares				1
Conversion of shares exercisable \| shares				1
Anchor Investor Warrants \| Class B common stock \| Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of Class B common stock to Sponsor (in shares) \| shares					1,618,434
Purchase price \| $ / shares					$ 0.006
Share Price \| $ / shares					$ 0.006
Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price \| $ / shares									$ 9.20
Share Price \| $ / shares									9.20
Public Warrants \| Class A common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants in a unit \| shares					0.5
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price \| $ / shares	$ 0.105								$ 0.035
Issuance costs									$ 25,000
Investments held in Trust Account	$ 180,000								$ 60,000
Share Price \| $ / shares	$ 0.105								$ 0.035
Sponsor \| Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of Class B common stock to Sponsor (in shares) \| shares					1,618,434		4,312,500
Aggregate purchase price							$ 25,000
Sponsor \| Class B common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of Class B common stock to Sponsor (in shares) \| shares							4,312,500
Common stock, par value (in dollars per share) \| $ / shares							$ 0.0001
Sponsor forfeited common stock \| shares					1,618,434
Sponsor \| Class A common stock \| Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Founder share conversion ratio									1
Sponsor \| Anchor Investor Warrants \| Class B common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of Class B common stock to Sponsor (in shares) \| shares					1,618,434
Purchase price \| $ / shares					$ 0.006
Share Price \| $ / shares					0.006
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit \| $ / shares					$ 10.20
Sale of units, net of underwriting discounts (in shares) \| shares					20,125,000
Proceeds from issuance initial public offering					$ 201,250,000
Transaction costs					25,559,771
Underwriting fees					3,825,000
Underwriting commissions					7,043,750				$ 7,043,750
Other offering costs					894,595				$ 1,154,518
Offering cost related to founder shares					13,796,426
Offering cost related to equity					13,158,021
Offering cost					638,405
Payments for investment of cash in trust account					$ 205,275,000
Threshold percentage of public shares subject to redemption without company's prior written consent									15.00%
Issuance costs									$ 25,559,771
Initial Public Offering \| Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares						20,125,000
Percentage of founder shares issued and outstanding						20.00%
Initial Public Offering \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit \| shares					1
Number of warrants in a unit \| shares					0.50
Number of shares per warrant \| shares					1
Initial Public Offering \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit \| $ / shares									$ 10.00
Sale of units, net of underwriting discounts (in shares) \| shares									2,732,500
Proceeds from issuance of units									$ 27,325,000
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares					8,000,000				8,000,000
Price of warrant \| $ / shares					$ 1.00				$ 1.00
Proceeds from issuance of private placement warrants					$ 8,000,000				$ 8,000,000
Private Placement \| Anchor Investor Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares					2,000,000
Price of warrant \| $ / shares					$ 1.00				$ 1.00
Proceeds from issuance of private placement warrants					$ 2,000,000
Private Placement \| Sponsor \| Anchor Investor Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares									2,000,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit \| $ / shares					$ 10.00
Sale of units, net of underwriting discounts (in shares) \| shares					2,625,000
Over-allotment option \| Anchor Investor Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance of private placement warrants									$ 2,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jun. 29, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 20, 2022	Jul. 14, 2022	Oct. 04, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents		$ 0	$ 0
Minimum net tangible assets upon consummation of business combination		5,000,001
Deferred tax asset		1,589,736	1,316,585
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		0	0
Underwriting commissions					$ 2,465,312	$ 4,578,438
Adjustment to stockholders' deficit			6,717,612
Gain from recognition of deferred underwriting fee payable			326,138
Offering costs charged to temporary equity		10,897,232		$ (11,247,232)
Other offering costs		13,158,021
Additional deferred underwriting fees			350,000
Income taxes payable		647,396	$ 591,919
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		25,559,771
Underwriting commissions		7,043,750					$ 7,043,750
Other offering costs		1,154,518					$ 894,595
Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		$ 25,000
Class A common stock \| Founder Shares \| Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares issued upon conversion of Founder Shares	3,412,816
Class A common stock subject to redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ordinary shares, shares subject to possible redemption		20,125,000	20,125,000
Class A common stock subject to redemption \| Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ordinary shares, shares subject to possible redemption		20,125,000
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ordinary shares, shares subject to possible redemption		2,112,027	20,125,000
Class B common stock \| Founder Shares \| Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares issued upon conversion of Founder Shares	3,412,816

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Share of Common Stock (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Numerator: Net income allocable to Class A Common Stock	$ 1,115,145	$ 3,614,039	$ 3,141,106	$ 2,610,650
Weighted average shares of common stock outstanding, basic	19,588,855	20,125,000	19,745,490	20,125,000
Weighted average shares of common stock outstanding, diluted	19,588,855	20,125,000	19,745,490	20,125,000
Basic net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13
Diluted net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13
Class B common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Numerator: Net income allocable to Class A Common Stock	$ 278,786	$ 903,510	$ 785,277	$ 652,662
Weighted average shares of common stock outstanding, basic	4,902,371	5,031,250	4,938,965	5,031,250
Weighted average shares of common stock outstanding, diluted	4,902,371	5,031,250	4,938,965	5,031,250
Basic net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13
Diluted net income per share	$ 0.06	$ 0.18	$ 0.16	$ 0.13

INITIAL PUBLIC OFFERING (Details) - $ / shares		6 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Oct. 04, 2021	Jun. 30, 2023
INITIAL PUBLIC OFFERING
Number of units sold		13,020,000
Purchase price, per unit		$ 10.00
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	20,125,000
Purchase price, per unit	$ 10.20
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of warrants in a unit	0.50
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	2,625,000
Purchase price, per unit	$ 10.00

PRIVATE PLACEMENT (Details) - Private Placement - USD ($)		6 Months Ended
	Oct. 04, 2021	Jun. 30, 2023
Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	8,000,000	8,000,000
Price of warrants	$ 1.00	$ 1.00
Aggregate purchase price	$ 8,000,000	$ 8,000,000
Anchor Investor Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	2,000,000
Price of warrants	$ 1.00	$ 1.00
Aggregate purchase price	$ 2,000,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details)					6 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jun. 29, 2023 $ / shares shares	Oct. 04, 2021 shares	Mar. 16, 2021 $ / shares shares	Jan. 05, 2021 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 shares
Class B common stock
RELATED PARTY TRANSACTIONS
Stock sold			5,031,250
Aggregate purchase price \| $				$ 25,000
Common shares, shares outstanding (in shares)	1,618,434				1,618,434	5,031,250
Class A common stock
RELATED PARTY TRANSACTIONS
Common shares, shares outstanding (in shares)					3,412,816	0
Sponsor
RELATED PARTY TRANSACTIONS
Purchase price \| $ / shares	$ 0.105				$ 0.035
Sponsor \| Class B common stock
RELATED PARTY TRANSACTIONS
Stock sold				4,312,500
Sponsor forfeited common stock		1,618,434
Founder Shares
RELATED PARTY TRANSACTIONS
Stock sold			1,618,434
Aggregate purchase price \| $					$ 13,796,426
Sponsor forfeited common stock			1,618,434
Purchase price \| $ / shares			$ 0.006		$ 8.54
Founder Shares \| Class B common stock
RELATED PARTY TRANSACTIONS
Sponsor forfeited common stock		1,618,434
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Stock sold		1,618,434		4,312,500
Aggregate purchase price \| $				$ 25,000
Common shares, shares outstanding (in shares)			5,031,250
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Founder Shares \| Sponsor \| Class B common stock
RELATED PARTY TRANSACTIONS
Number of shares issued upon conversion of Founder Shares	3,412,816
Founder Shares \| Sponsor \| Class A common stock
RELATED PARTY TRANSACTIONS
Number of shares issued upon conversion of Founder Shares	3,412,816

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended	6 Months Ended		12 Months Ended
	Oct. 04, 2021	Sep. 30, 2021	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Jan. 05, 2021
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note							$ 300,000
Repayment of promissory note - related party	$ 162,892
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month		$ 10,000
Expenses incurred			$ 30,000	$ 60,000	$ 30,000
Expenses paid			20,000	20,000	$ 60,000
Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Price of warrant			$ 1.00	$ 1.00
Expenses incurred				$ 0		$ 0

COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2023 USD ($) item $ / shares	Dec. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item	3
Deferred fee per unit \| $ / shares	$ 0.35
Aggregate deferred underwriting fee payable	$ 7,043,750
Gain from recognition of deferred underwriting fee payable		$ 326,138
Class A common stock subject to redemption
COMMITMENTS AND CONTINGENCIES
Derecognition of deferred underwriting fee payable allocated to Class A common stock		$ 6,717,612

WARRANT LIABILITIES (Details)	6 Months Ended
WARRANT LIABILITIES (Details)	Jun. 30, 2023 D $ / shares shares
WARRANT LIABILITIES
Threshold period for filling registration statement after business combination	15 days
Period of time within which registration statement is expected to become effective	60 days
Stock price trigger for redemption of public warrants	$ 9.20
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00
WARRANT LIABILITIES
Stock price trigger for redemption of public warrants	$ 18.00
Percentage of adjustment of redemption price of stock based on market value.	180.00%
Redemption of Public Warrants for Cash
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Threshold number of business days before sending notice of redemption to warrant holders \| D	3
Redemption of Warrants for Class A Common Stock
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 10.00
Threshold consecutive trading days for redemption of public warrants \| D	30
Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	20,062,500
Warrants expiration term	5 years
Public Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	10,062,500
Warrants exercisable term from the completion of business combination	30 days
Warrants expiration term	5 years
Threshold consecutive trading days for redemption of public warrants \| D	20
Share Price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	10,000,000

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details)	3 Months Ended			6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) Vote $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Oct. 04, 2021 $ / shares
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Offering Costs allocated to Class A common stock subject to possible redemption				$ 10,897,232		$ (11,247,232)
Additional deferred underwriting fees					$ 350,000
Accretion of Class A common stock subject to possible redemption amount	$ 1,291,243	$ 1,558,841	$ 350,000
Redemption of Class A common stock	$ 189,038,189			$ 189,038,189
Class A common stock subject to redemption
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Temporary equity, shares authorized \| shares	380,000,000			380,000,000
Ordinary shares, shares subject to possible redemption \| shares	20,125,000			20,125,000	20,125,000
Gross proceeds from Initial Public Offering						201,250,000
Fair Value of Public Warrants at Issuance						(5,816,125)
Accretion of Class A common stock subject to possible redemption amount	$ 1,291,243	1,558,841			$ (4,141,008)	21,088,357
Derecognition of deferred underwriting fee payable allocated to Class A common stock					6,717,612
Additional offering cost related to deferred underwriting fees					(350,000)
Redemption of Class A common stock	(189,038,189)			$ (189,038,189)
Class A common stock subject to possible redemption	$ 21,313,499	$ 209,060,445		$ 21,313,499	$ 207,501,604	$ 205,275,000
Class A common stock
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1			1

STOCKHOLDER'S DEFICIT - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
STOCKHOLDER'S DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDER'S DEFICIT - Common Stock Shares (Details) $ / shares in Units, $ in Millions		6 Months Ended
	Jun. 29, 2023 shares	Jun. 30, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Oct. 04, 2021 $ / shares	Mar. 16, 2021 shares	Jan. 05, 2021 $ / shares
Sponsor \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Common shares, shares outstanding (in shares)					5,031,250
Class A common stock
STOCKHOLDER'S EQUITY/(DEFICIT)
Common shares, shares authorized (in shares)		380,000,000	380,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote		1
Common shares, shares issued (in shares)		3,412,816	0
Common shares, shares outstanding (in shares)		3,412,816	0
Number of shares redeemed		18,012,973
Redemption price per share \| $ / shares		$ 10.49
Redemption amount \| $		$ 189
Class A common stock \| Sponsor \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Number of shares issued upon conversion of Founder Shares	3,412,816
Conversion of Stock, Shares Issued	3,412,816
Common Stock, Conversion Ratio		1
Class A common stock subject to possible redemption
STOCKHOLDER'S EQUITY/(DEFICIT)
Common stock subject to possible redemption		2,112,027	20,125,000
Redemption price per share \| $ / shares		$ 10.09	$ 10.31
Class B common stock
STOCKHOLDER'S EQUITY/(DEFICIT)
Common shares, shares authorized (in shares)		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote		1
Common shares, shares issued (in shares)		1,618,434	5,031,250
Common shares, shares outstanding (in shares)	1,618,434	1,618,434	5,031,250
Class B common stock \| Sponsor
STOCKHOLDER'S EQUITY/(DEFICIT)
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001
Class B common stock \| Sponsor \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Number of shares issued upon conversion of Founder Shares	3,412,816
Conversion of Stock, Shares Issued	3,412,816

STOCKHOLDER'S DEFICIT (Details)			6 Months Ended
STOCKHOLDER'S DEFICIT (Details)	Oct. 04, 2021 $ / shares shares	Mar. 16, 2021 $ / shares shares	Jun. 30, 2023 $ / shares
Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Shares subject to forfeiture		1,618,434
Stock sold		1,618,434
Share Price \| $ / shares		$ 0.006	$ 8.54
Common stock conversion basis			The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial business combination on a one-for-one basis
Class B common stock
STOCKHOLDER'S EQUITY/(DEFICIT)
Stock sold		5,031,250
Ratio to be applied to the stock in the conversion			25
Class B common stock \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Shares subject to forfeiture	1,618,434
Class B common stock \| Anchor Investor Warrants \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Stock sold	1,618,434
Share Price \| $ / shares	$ 0.006

FAIR VALUE MEASUREMENT - Company's assets and liabilities that are measured at fair value (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Investments held in Trust Account, current	$ 189,038,189
Investments held in Trust Account	22,060,895	$ 208,244,129
Level 1
Assets:
Investments held in Trust Account, current	189,038,189
Investments held in Trust Account	22,060,895	208,244,129
Level 1 \| Public Warrants
Liabilities:
Warrant liability		1,360,450
Level 2 \| Public Warrants
Liabilities:
Warrant liability	292,819
Level 2 \| Private Placement Warrants
Liabilities:
Warrant liability	$ 291,000	$ 1,352,000

SUBSEQUENT EVENTS (Details)			6 Months Ended
SUBSEQUENT EVENTS (Details)	Jul. 05, 2023 USD ($) $ / shares shares	Jun. 29, 2023 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Mar. 16, 2021 shares
Subsequent Event
Balance in the Company's Trust Account \| $			$ 22,060,895	$ 208,244,129
Class A common stock
Subsequent Event
Number of shares redeemed			18,012,973
Redemption price per share \| $ / shares			$ 10.49
Redemption amount \| $			$ 189,000,000
Common stock, shares issued			3,412,816	0
Common stock, shares outstanding			3,412,816	0
Class B common stock
Subsequent Event
Common stock, shares issued			1,618,434	5,031,250
Common stock, shares outstanding		1,618,434	1,618,434	5,031,250
Sponsor
Subsequent Event
Balance in the Company's Trust Account \| $		$ 180,000	$ 60,000
Sponsor \| Founder Shares
Subsequent Event
Common stock, shares outstanding					5,031,250
Sponsor \| Founder Shares \| Class A common stock
Subsequent Event
Number of shares issued upon conversion of Founder Shares		3,412,816
Founder share conversion ratio			1
Sponsor \| Founder Shares \| Class B common stock
Subsequent Event
Number of shares issued upon conversion of Founder Shares		3,412,816
Subsequent event
Subsequent Event
Contributed to trust account \| $	$ 180,000
Subsequent event \| SPAC Loan
Subsequent Event
Percentage of beneficial ownership limitation	19.90%
Subsequent event \| Sponsor
Subsequent Event
Proceeds from Related Party Debt \| $	$ 400,000
Subsequent event \| Sponsor \| Class A common stock
Subsequent Event
Number of shares for each $10 of the Capital Contribution, that the investor may elect to receive back the loan in shares \| $ / shares	$ 1
Number of shares to be issued for each dollar of the Capital Contribution made by the investor	10
Subsequent event \| Sponsor \| SPAC Loan
Subsequent Event
Capital contribution to be made by Investor \| $	$ 1,000,000
Capital contribution to be made by Investor, Initial Tranche \| $	400,000,000
Capital contribution to be made by Investor, Second Tranche \| $	300,000,000
Capital contribution to be made by Investor, Third Tranche \| $	300,000,000
Number of business days within which the Third Tranche of capital contribution is to be made by investor \| $	2,000
Maximum attorney fees agreed to be paid to investor \| $	$ 5,000
Subsequent event \| Sponsor \| SPAC Loan \| Class A common stock
Subsequent Event
Number of shares agreed to issue to investor upon default	100,000
Number of shares agreed to issue to investor upon default, each month thereafter until the default is cured	100,000
Subsequent event \| Sponsor \| SPAC Loan \| Class A common stock \| Maximum
Subsequent Event
Number of shares agreed to issue to investor upon default	1

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