Apeiron Capital Investment Corp.: debt financing — Apeiron Capital amends business combination agreement with GIO World Health; allows OTC listing alternative

Apeiron Capital Investment Corp.

Amendment allows listing on OTC Markets as alternative to national exchange if listing on national exchange not commercially reasonable.
Exchange consideration set at $250M multiplied by purchased share percentage; no fractional shares.
Company capitalization: 23,828,312 shares outstanding, 1,520,088 in treasury; sellers list updated.
Issued $250K promissory note to SIA Ventures for working capital; non-interest bearing, due at close or liquidation.
Restructuring covenants amended; GIOSTAR supply agreement to be negotiated in good faith before closing.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Apeiron Capital Investment Corp. incurred loan of up to $250,000 with SIA Ventures, LLC at bears no interest maturing due and payable (a) upon Apeiron’s consummation of a business combination and (b) on the date of the liquidation of Apeiron..

Instrument: loan
Principal: up to $250,000
Counterparty: SIA Ventures, LLC
Rate: bears no interest
Maturity: due and payable (a) upon Apeiron’s consummation of a business combination and (b) on the date of the liquidation of Apeiron.
Event: incurrence

Exact text from the filing

On April 5, 2023, Apeiron issued a promissory note (the “ Note ”) in the principal amount of up to $250,000 to SIA Ventures, LLC. The Note was issued in connection with advances that SIA Ventures, LLC may make in the future to Apeiron for working capital expenses. The Note bears no interest and is due and payable (a) upon Apeiron’s consummation of a business combination and (b) on the date of the liquidation of Apeiron.

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Source: SEC EDGAR

accession 0001104659-23-058654

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