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| CIK | 1849011 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Apeiron Capital Investment Corp - Class A
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Apeiron Capital Investment Corp (Name of Issuer) Class A (Title of Class of Securities) 03752A200 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 10, 2024 |
SC 13G/A 1 apeiron12247sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Apeiron Capital Investment Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41030 APEIRON CAPITAL INVESTMENT CORP. (Exact name of registrant as spe |
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| August 11, 2023 |
Exhibit 99.1 Apeiron Capital Investment Corp. Announces Termination of Business Combination Agreement and Liquidation BOSTON, MA – August 11, 2023 - Apeiron Capital Investment Corp. (the “Company”) announced today that it has notified GIO World Health, Ltd. that the Company has elected to terminate the Business Combination Agreement between the parties, dated as of March 8, 2023 (as amended May 10 |
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| August 11, 2023 |
Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, MA 02110 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, MA 02110 August 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Apeiron Capital Investment Corp. Request for Withdrawal Pursuant to Rule 477 of Registration Statement on Form S-4 (File No. 333-271852) Ladies and Gentleman: Pursuant to Rule 477 und |
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| August 11, 2023 |
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): August 11, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (C |
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| August 11, 2023 |
Exhibit 99.1 Apeiron Capital Investment Corp. Announces Termination of Business Combination Agreement and Liquidation BOSTON, MA – August 11, 2023 - Apeiron Capital Investment Corp. (the “Company”) announced today that it has notified GIO World Health, Ltd. that the Company has elected to terminate the Business Combination Agreement between the parties, dated as of March 8, 2023 (as amended May 10 |
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| August 11, 2023 |
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): August 11, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (C |
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| May 15, 2023 |
Table of Contents 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 March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 11, 2023 |
Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment No. 1”) to Business Combination Agreement is made and entered into effective as of May 10, 2023, by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the |
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| May 11, 2023 |
Consent of Deven Patel to be named as a Director. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Apeiron Capital Investment Corp. (“Apeiron”) of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n |
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| May 11, 2023 |
Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment No. 1”) to Business Combination Agreement is made and entered into effective as of May 10, 2023, by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the |
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| May 11, 2023 |
As filed with the United States Securities and Exchange Commission on May 11, 2023 Table of Contents As filed with the United States Securities and Exchange Commission on May 11, 2023 Registration No. |
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| May 11, 2023 |
Consent of Dr. Anand Srivastava to be named as a Director. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Apeiron Capital Investment Corp. (“Apeiron”) of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n |
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| May 11, 2023 |
Consent of Joel Shulman to be named as a Director. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Apeiron Capital Investment Corp. (“Apeiron”) of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n |
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| May 11, 2023 |
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): May 10, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (Comm |
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| May 11, 2023 |
Promissory Note issued to Apeiron Capital Investment Corp., dated April 5, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 11, 2023 |
Promissory Note issued to Apeiron Capital Investment Corp., dated April 5, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 11, 2023 |
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): May 10, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (Comm |
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| May 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Apeiron Capital Investment Corp. |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41 |
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| March 14, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) as “GIO World Health Holdings, Inc.” (togethe |
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| March 14, 2023 |
Exhibit 10.4 SELLER REGISTRATION RIGHTS AGREEMENT THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2023, by and among Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), and the undersigned parties listed as “Investors” on the signature page hereto (the “Investors” and each a “Investor”). WHEREAS, on M |
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| March 14, 2023 |
Exhibit 10.4 SELLER REGISTRATION RIGHTS AGREEMENT THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2023, by and among Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), and the undersigned parties listed as “Investors” on the signature page hereto (the “Investors” and each a “Investor”). WHEREAS, on M |
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| March 14, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) as “GIO World Health Holdings, Inc.” (togethe |
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| March 14, 2023 |
Exhibit 2.1 EXECUTION COPY CONFIDENTIAL BUSINESS COMBINATION AGREEMENT by and among APEIRON CAPITAL INVESTMENT CORP., as the Purchaser, APEIRON CAPITAL SPONSOR, LLC, in the capacity as the Purchaser Representative, GIO WORLD HEALTH, LIMITED, as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers, and DEVEN PATEL, in the capacity as the Seller Representative, Dated as of March |
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| March 14, 2023 |
Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) GIO World Health, Limited, a private company formed under the laws of England and Wales (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Comp |
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| March 14, 2023 |
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): March 8, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (Com |
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| March 14, 2023 |
Exhibit 2.1 EXECUTION COPY CONFIDENTIAL BUSINESS COMBINATION AGREEMENT by and among APEIRON CAPITAL INVESTMENT CORP., as the Purchaser, APEIRON CAPITAL SPONSOR, LLC, in the capacity as the Purchaser Representative, GIO WORLD HEALTH, LIMITED, as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers, and DEVEN PATEL, in the capacity as the Seller Representative, Dated as of March |
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| March 14, 2023 |
Exhibit 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 8, 2023, by the undersigned shareholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Apeiron Capital Investment Corp., a Delaware corporation which will be known after the con |
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| March 14, 2023 |
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): March 8, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (Com |
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| March 14, 2023 |
Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) GIO World Health, Limited, a private company formed under the laws of England and Wales (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Comp |
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| March 14, 2023 |
Exhibit 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 8, 2023, by the undersigned shareholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Apeiron Capital Investment Corp., a Delaware corporation which will be known after the con |
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| March 9, 2023 |
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): March 8, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (Com |
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| March 9, 2023 |
Exhibit 99.1 GIO World Health Ltd, a Leading Stem Cell Life Science Company, Announces Plans to Go Public via Business Combination with Apeiron Capital Investment Corp. · GIO World Health Ltd (“GIO World Health”) has entered into a business combination agreement with Apeiron Capital Investment Corp (APNC). · The post-closing combined public company, which will be named GIO World Health Holdings, I |
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| March 9, 2023 |
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): March 8, 2023 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) (Com |
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| March 9, 2023 |
Exhibit 99.1 GIO World Health Ltd, a Leading Stem Cell Life Science Company, Announces Plans to Go Public via Business Combination with Apeiron Capital Investment Corp. · GIO World Health Ltd (“GIO World Health”) has entered into a business combination agreement with Apeiron Capital Investment Corp (APNC). · The post-closing combined public company, which will be named GIO World Health Holdings, I |
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| February 15, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units (each consisting of one share of Class A Common Stock, $0. |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Apeiron Capital Investment Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C |
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| February 14, 2023 |
SC 13G 1 apn21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 APEIRON CAPITAL INVESTMENT CORP. (Name of Issuer) Class A common stock (Title of Class of Securities) 03752A101 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| February 13, 2023 |
APN / Apeiron Capital Investment Corp - Class A / Castle Creek Arbitrage, LLC Passive Investment SC 13G 1 da210230sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Apeiron Capital Investment Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropr |
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| February 10, 2023 |
EX-99.1 2 d411610dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A common stock, par value $0.0001 per share, of Apeiron Capital Investment Corp. (this “Agreement” |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apeiron Capital Investment Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 6, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 31, 2023 APEIRON CAPITAL INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) ( |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Apeiron Capital Investment Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| December 23, 2022 |
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): December 21, 2022 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) |
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| December 23, 2022 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEIRON CAPITAL INVESTMENT CORP. Pursuant to Section 242 of the Delaware General Corporation Law Apeiron Capital Investment Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Apeiron Capital Investm |
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| December 16, 2022 |
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): December 16, 2022 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| December 2, 2022 |
APN / Apeiron Capital Investment Corp - Class A / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apeiron Capital Investment Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 03752A101 (CUSIP Number) November 22, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| December 1, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Schedule 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??????) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitte |
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| November 23, 2022 |
CORRESP 1 filename1.htm APEIRON CAPITAL INVESTMENT CORP. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 November 23, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549 Attention: Melanie Singh and David Link Re: Apeiron Capital Investment Corp. Preliminary Proxy Statement on Schedule 14A Filed November |
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| November 18, 2022 |
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): November 14, 2022 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) |
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| November 18, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Schedule 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??????) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitte |
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| November 7, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 8, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 9, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 22, 2022 |
Exhibit 14 CODE OF ETHICS OF APEIRON CAPITAL INVESTMENT CORP. 1. Introduction The Board of Directors (the ?Board?) of Apeiron Capital Investment Corp. has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees to: ? promote honest and ethical conduct, including the ethical handling of ac |
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| March 22, 2022 |
Nominating and Corporate Governance Committee Charter* Exhibit 99.3 APEIRON CAPITAL INVESTMENT CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSES The Nominating and Corporate Governance Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), to: (i) identify and screen individuals qualified to serve as directors and recommend to t |
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| March 22, 2022 |
Description of Registered Securities.* Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Apeiron Capital Investment Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, c |
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| March 22, 2022 |
Compensation Committee Charter* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF APEIRON CAPITAL INVESTMENT CORP. ? I. PURPOSE OF THE COMMITTEE ? The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Apeiron Capital Investment Corp. (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its |
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| March 22, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 22, 2022 |
Exhibit 99.1 APEIRON CAPITAL INVESTMENT CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of Apeiron Capital Investment Corp. (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ?Performing the Board?s oversight responsibilities as they relate to the Company?s accounting |
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| February 17, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Apeiron Capital Investment Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2021** (Date of Event which Requires Filing of this Statement) |
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| February 14, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apeiron Capital Investment Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 03752A200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 9, 2022 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - APEIRON CAPITAL INVESTMENT CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apeiron Capital Investment Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03752A101 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| February 8, 2022 |
CALAMOS INVESTMENT TRUST/IL - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Apeiron Capital Investment Corp (Name of Issuer) Class A (Title of Class of Securities) 03752A200 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 8, 2022 |
IGACU / IG Acquisition Corp. Unit / Apeiron Capital Sponsor, LLC - SC 13G Passive Investment SC 13G 1 tm223829d2sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Apeiron Capital Investment Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 03752A 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check |
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| February 8, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0. |
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| December 29, 2021 |
Exhibit 99.1 Apeiron Capital Investment Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 30, 2021 Boston, MA, December 29, 2021 ? Apeiron Capital Investment Corp. (NYSE: APN U) (the ?Company?) announced today that, commencing December 30, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares o |
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| December 29, 2021 |
Financial Statements and Exhibits, Other Events 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): December 29, 2021 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction of incorporation) |
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| December 23, 2021 |
Table of Contents 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 September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 19, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apeiron Capital Investment Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 03752A200 (CUSIP Number) November 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| November 19, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - APEIRON CAPITAL INVESTMENT CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apeiron Capital Investment Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03752A200** (CUSIP Number) November 12, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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| November 18, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2133270d18k.htm FORM 8-K 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): November 18, 2021 (November 12, 2021) APEIRON CAPITAL INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-19 |
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| November 18, 2021 |
APEIRON CAPITAL INVESTMENT CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 APEIRON CAPITAL INVESTMENT CORP. INDEX TO FINANCIAL STATEMENT ? PAGE ? Report of Independent Registered Public Accounting Firm F-2 ? Balance Sheet as of November 12, 2021 F-3 ? Notes to Financial Statement F-4 ? F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Apeiron Capital Investment Corp. Opinion on the Financial Statement W |
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| November 12, 2021 |
Apeiron Capital Investment Corp. Announces Pricing of $150,000,000 Initial Public Offering Exhibit 99.1 Apeiron Capital Investment Corp. Announces Pricing of $150,000,000 Initial Public Offering Boston, Massachusetts, November 8, 2021 - Apeiron Capital Investment Corp. (the ?Company?) announced today that it priced its initial public offering of 15,000,000 units, at $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and will begin trading tomorrow, Tuesday |
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| November 12, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREA |
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| November 12, 2021 |
Exhibit 1.1 15,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENT November 8, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the several Underwriters Ladies and Gentlemen: Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters named in Schedule |
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| November 12, 2021 |
EX-4.1 4 tm2132752d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 8, 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WH |
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| November 12, 2021 |
EX-10.1 5 tm2132752d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 November 8, 2021 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apeiron Capital I |
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| November 12, 2021 |
EX-10.6 10 tm2132752d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”). WHE |
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| November 12, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 8, 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. |
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| November 12, 2021 |
Amended and Restated Certificate of Incorporation. (2) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEIRON CAPITAL INVESTMENT CORP. November 8, 2021 Apeiron Capital Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Apeiron Capital Investment Corp.?. The original certificate of incorporation of the Co |
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| November 12, 2021 |
EX-99.2 12 tm2132752d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Apeiron Capital Investment Corp. Announces Closing of $172,500,000 Initial Public Offering Including the Full Exercise of the Over-Allotment Option Boston, Massachusetts, November 12, 2021 - Apeiron Capital Investment Corp. (the “Company”) announced today that it closed its initial public offering of 17,250,000 units, at $10.00 per unit, i |
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| November 12, 2021 |
EX-10.4 8 tm2132752d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 APEIRON CAPITAL INVESTMENT CORP. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 November 8, 2021 Apeiron Capital Sponsor, LLC 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Apeiron Capital Investment Corp. (the “Company”) an |
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| November 12, 2021 |
EX-10.3 7 tm2132752d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”； |
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| November 12, 2021 |
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): November 12, 2021 (November 8, 2021) Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware 001-41030 86-1963522 (State or other jurisdiction |
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| November 10, 2021 |
$150,000,000 Apeiron Capital Investment Corp. 15,000,000 Units 424B4 1 tm219554-18424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-257369 PROSPECTUS $150,000,000 Apeiron Capital Investment Corp. 15,000,000 Units Apeiron Capital Investment Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar busin |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 APEIRON CAPITAL INVESTMENT CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1963522 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 175 Feder |
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| November 4, 2021 |
November 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 4, 2021 |
Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 November 4, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Asia Timmons-Pierce Re: Apeiron Capital Investment Corp. Registration Statement on Form S-1, as amended Filed June 24, 2021 File No. 333 |
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| October 27, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 15,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENT [?], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the several Underwriters Ladies and Gentlemen: Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I heret |
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| October 27, 2021 |
EX-10.3 6 tm219554d17ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registr |
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| October 27, 2021 |
EX-4.4 4 tm219554d17ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, |
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| October 27, 2021 |
EX-10.1 5 tm219554d17ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [ ], 2021 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apeiron Capital Investme |
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| October 27, 2021 |
Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?) and Cantor Fitzgerald & Co. (the ?Purchaser?). WHEREAS: The Company intends to consummate an initial pu |
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| October 27, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 27, 2021. ? As filed with the U.S. Securities and Exchange Commission on October 27, 2021. Registration No. 333-257369? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter)? ? ? Delaware (State or other jurisd |
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| October 27, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEIRON CAPITAL INVESTMENT CORP. , 2021 Apeiron Capital Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Apeiron Capital Investment Corp.?. The original certificate of incorporation of the Corporation |
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| October 27, 2021 |
Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?? together with any person or entity who hereafter bec |
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| October 27, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The |
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| October 25, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 22, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 22, 2021. Registration No. 333-257369? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter)? ? ? Delaware (State |
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| October 25, 2021 |
Amended and Restated Promissory Note, dated October 1, 2021, issued to Apeiron Capital Sponsor, LLC* Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| September 28, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 28, 2021. S-1/A 1 tm219554-12s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 28, 2021. Registration No. 333-257369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its chart |
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| September 14, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 14, 2021. S-1/A 1 tm219554-9s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 14, 2021. Registration No. 333-257369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charte |
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| September 14, 2021 |
Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 VIA EDGAR September 14, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Asia Timmons-Pierce Re: Apeiron Capital Investment Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed August 27, 2021 F |
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| August 27, 2021 |
Form of Amended and Restated Certificate of Incorporation** Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEIRON CAPITAL INVESTMENT CORP. , 2021 Apeiron Capital Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Apeiron Capital Investment Corp.”. The original certificate of incorporation of the Corporation |
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| August 27, 2021 |
Exhibit 10.1 [ ], 2021 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Compan |
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| August 27, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 27, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 27, 2021. Registration No. 333-257369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdi |
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| August 27, 2021 |
Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”； together with any person or entity who hereafter bec |
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| August 27, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-257 |
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| August 27, 2021 |
Form of Underwriting Agreement** Exhibit 1.1 15,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (c |
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| August 27, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The |
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| August 27, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial publi |
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| August 27, 2021 |
Form of Investment Agreement** Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated as of August , 2021, is by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (the ?SPAC?), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and (iii) (?Investor?). This Agreement may be executed by an investment manager on behalf of managed funds and/or |
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| July 9, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial publi |
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| July 9, 2021 |
Form of Underwriting Agreement Exhibit 1.1 20,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (c |
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| July 9, 2021 |
Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 VIA EDGAR July 9, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Asia Timmons-Pierce Re: Apeiron Capital Investment Corp. Registration Statement on Form S-1 Filed June 24, 2021 File No. 333-257369 Dea |
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| July 9, 2021 |
Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?? together with any person or entity who hereafter bec |
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| July 9, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEIRON CAPITAL INVESTMENT CORP. , 2021 Apeiron Capital Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Apeiron Capital Investment Corp.?. The original certificate of incorporation of the Corporation |
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| July 9, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[ ] |
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| July 9, 2021 |
Exhibit 10.1 [ ], 2021 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the ?Compan |
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| July 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 9, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 9, 2021. Registration No. 333-257369? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter)? ? ? Delaware (State or |
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| July 9, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The |
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| June 24, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Apeiron Capital Investment Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Apeir |
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| June 24, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The |
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| June 24, 2021 |
Exhibit 10.5 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston MA 02110 February 5, 2021 Apeiron Capital Sponsor, LLC 175 Federal Street, Suite 875 Boston MA 02110 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on February 5, 2021 by and between Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the |
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| June 24, 2021 |
EX-10.1 14 tm219554d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [ ], 2021 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apeiron Capital Investme |
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| June 24, 2021 |
Exhibit 3.4 BY LAWS OF APEIRON CAPITAL INVESTMENT CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent i |
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| June 24, 2021 |
Specimen Warrant Certificate** Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW APEIRON CAPITAL INVESTMENT CORP. Incorporated Under the Laws of the State of Delaware CUSIP 03752A 119 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is |
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| June 24, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial publi |
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| June 24, 2021 |
Form of Compensation Committee Charter** Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF APEIRON CAPITAL INVESTMENT CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Apeiron Capital Investment Corp. (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its exe |
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| June 24, 2021 |
EX-4.1 9 tm219554d3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 03752A 200 APEIRON CAPITAL INVESTMENT CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of on |
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| June 24, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Apeiron Capital Investment Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Apeir |
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| June 24, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-[ ] |
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| June 24, 2021 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF ANY PART OF THE CAPITAL OF FANSTOXX INVESTMENT CORP. It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is FanStoxx Investment Corp. 2. The corporation has not received any payment for any of its stock. 3. The certificate of incorporation of the corporation is here |
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| June 24, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 24, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Apeiron Capital Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| June 24, 2021 |
Form of Audit Committee Charter** Exhibit 99.1 APEIRON CAPITAL INVESTMENT CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of Apeiron Capital Investment Corp. (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting |
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| June 24, 2021 |
Specimen Class A Common Stock Certificate** Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 03752A 101 APEIRON CAPITAL INVESTMENT CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF APEIRON CAPITAL INVESTMENT CORP. (THE ?COMPANY?) transferable on th |
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| June 24, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEIRON CAPITAL INVESTMENT CORP. , 2021 Apeiron Capital Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Apeiron Capital Investment Corp.?. The original certificate of incorporation of the Corporation |
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| June 24, 2021 |
Form of Nominating and Corporate Governance Committee Charter** Exhibit 99.3 APEIRON CAPITAL INVESTMENT CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSES The Nominating and Corporate Governance Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), to: (i) identify and screen individuals qualified to serve as directors and recommend to t |
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| June 24, 2021 |
Certificate of Incorporation** Exhibit 3.1 CERTIFICATE OF INCORPORATION OF FANSTOXX INVESTMENT CORP. December 28, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is FanStoxx Investment Corp. (the ?Corporation?). |
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| June 24, 2021 |
Exhibit 10.8 APEIRON CAPITAL INVESTMENT CORP. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 [ ], 2021 Apeiron Capital Sponsor, LLC 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Apeiron Capital Investment Corp. (the ?Company?) and Apeiron Capital Sponsor, LLC (?Sponsor?), dated as |
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| June 24, 2021 |
Promissory Note, dated February 5, 2021, issued to Apeiron Capital Sponsor, LLC** Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 24, 2021 |
Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the ?Company?), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?? together with any person or entity who hereafter bec |
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| June 24, 2021 |
EX-10.7 18 tm219554d3ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in o |
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| June 24, 2021 |
Form of Underwriting Agreement Exhibit 1.1 20,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (c |
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| June 24, 2021 |
Exhibit 14 CODE OF ETHICS OF APEIRON CAPITAL INVESTMENT CORP. 1. Introduction The Board of Directors (the ?Board?) of Apeiron Capital Investment Corp. has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees to: ? promote honest and ethical conduct, including the ethical handling of ac |
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| June 24, 2021 |
Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Apeiron Capital Investment Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Apeir |
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| March 15, 2021 |
DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on March 15, 2021. This draft registration statement has not be publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UND |
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| March 15, 2021 |
EX-3.2 3 filename3.htm Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF ANY PART OF THE CAPITAL OF FANSTOXX INVESTMENT CORP. It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is FanStoxx Investment Corp. 2. The corporation has not received any payment for any of its stock. 3. The certificate of incorporation of |
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| March 15, 2021 |
BY LAWS APEIRON CAPITAL INVESTMENT CORP. (THE “CORPORATION”) ARTICLE I EX-3.4 4 filename4.htm Exhibit 3.4 BY LAWS OF APEIRON CAPITAL INVESTMENT CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporati |
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| March 15, 2021 |
CERTIFICATE OF INCORPORATION FANSTOXX INVESTMENT CORP. December 28, 2020 EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF FANSTOXX INVESTMENT CORP. December 28, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is FanStoxx Investment Corp |
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| March 15, 2021 |
Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 15, 2021 |
Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston MA 02110 Exhibit 10.5 Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston MA 02110 February 5, 2021 Apeiron Capital Sponsor, LLC 175 Federal Street, Suite 875 Boston MA 02110 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on February 5, 2021 by and between Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the |
