GIO World Health Ltd entered into a definitive business combination agreement to acquire Apeiron Capital Investment Corp. for approximately $800 million in a reverse merger transaction.
The Transaction is subject to approval by Apeiron Capital's shareholders, the expiration or termination of waiting periods under applicable anti-trust laws, all consents required to be obtained from or made with any governmental authority having been obtained or made, certain third party consents having been received, Apeiron having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Business Combination, the Registration Statement having become effective, the shares of Apeiron Class A Common Stock to be issued in the Business Combination having been listed for trading on a national securities exchange, execution of the Employment Agreements and other customary closing conditions. The transaction is expected to close in the second half of 2023. TAG Partners Ltd. is serving as the capital markets and financial advisor to GIO World Health. Matthew A. Gray and Stuart Neuhauser of Ellenoff Grossman & Schole LLP are serving as legal advisor to Apeiron Capital, and Michael J. Blankenship of Winston & Strawn LLP is serving as legal advisor to GIO World Health. Continental Stock Transfer & Trust Company is acting as transfer agent for Apeiron Capital Investment. EverEdge Global Ltd. is the fairness opinion provider to Apeiron Capital Investment.