UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 26, 2023

ARTEMIS STRATEGIC INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

3310 East Corona Avenue

Phoenix, Arizona 85040

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (602) 346-0329

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). ¨

Item 1.02 Termination of A Material Definitive Agreement

On October 26, 2023, Artemis Strategic Investment Corporation (the “Company”) and Danam Health, Inc. mutually agreed to terminate the Agreement and Plan of Merger between the parties, dated as of August 7, 2023 (as amended on September 7, 2023 (the “Merger Agreement”), pursuant to Sections 7.1 (a) and 7.2 thereof, effective as of October 26, 2023 (the “Termination”). Upon the effectiveness of the Termination, the Merger Agreement will be of no further force and effect, with the exception of the specified provisions in Section 7.2 of the Merger Agreement, which shall survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective terms.

Item 8.01 Other Events

The Company will not be able to consummate an initial business combination by November 4, 2023 (as extended from October 4, 2023 for a period of one month, by the Company’s Board of Directors (the “Board”)) (the “completion window”), and pursuant to the Company’s third amended and restated certificate of incorporation, as amended, the Board has determined to (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably possible redeem the shares of Class A common stock that were included in the units issued in the Company’s initial public offering (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 our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if it fails to complete its initial business combination by the end of the completion window.

‌In order to provide for the disbursement of funds from the Company’s trust account, on October 26, 2023, the Company instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to liquidate the securities held in the trust account. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and less net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Company’s Class A common stock (the “Redemption Amount”). All other costs and expenses associated with implementing the Company’s plan of dissolution will be funded from proceeds held outside of the trust account. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out within ten business days after October 26, 2023.

The Company intends to file a Form 15 with the Securities and Exchange Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

On October 30, 2023, the Company issued a press release announcing the Termination and the liquidation. A copy of the press release is attached as Exhibit 99.1 and incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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