Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document and Entity Information | |
Document Type | F-4 |
Entity Registrant Name | Novibet PLC |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001915654 |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 03, 2021 |
Current assets | ||||||
Cash | $ 497,072 | $ 953,329 | ||||
Prepaid expenses | 294,983 | 450,708 | ||||
Total Current Assets | 792,055 | 1,404,037 | ||||
Investments held in Trust Account | 205,551,462 | 205,284,883 | ||||
Total assets | 206,343,517 | 206,688,920 | ||||
Current liabilities | ||||||
Accounts payable and accrued expenses | 4,838,953 | 396,587 | ||||
Total Current Liabilities | 4,838,953 | 396,587 | ||||
Derivative warrant liabilities | 1,805,624 | 9,856,706 | ||||
Deferred underwriting fee payable | 7,043,750 | 6,693,750 | ||||
Total liabilities | 13,688,327 | 16,947,043 | ||||
Commitments and Contingencies | ||||||
Stockholders' Deficit | ||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||||||
Accumulated deficit | (12,620,313) | (15,533,626) | ||||
Total Stockholders' Deficit | (12,619,810) | $ (16,787,359) | (15,533,123) | $ 14,306 | $ 23,404 | $ 0 |
Total Liabilities and Stockholders' Deficit | 206,343,517 | 206,688,920 | ||||
Class A Common Stock | ||||||
Current liabilities | ||||||
Class A common stock; 20,125,000 shares subject to possible redemption at $10.20 per share | 205,275,000 | 205,275,000 | ||||
Stockholders' Deficit | ||||||
Common stock | ||||||
Class A common stock subject to redemption | ||||||
Current liabilities | ||||||
Class A common stock; 20,125,000 shares subject to possible redemption at $10.20 per share | 205,275,000 | 205,275,000 | ||||
Class B Common Stock | ||||||
Stockholders' Deficit | ||||||
Common stock | $ 503 | $ 503 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (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 |
Ordinary shares, shares subject to possible redemption | 20,125,000 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 380,000,000 | 380,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A common stock subject to redemption | ||
Ordinary shares, shares subject to possible redemption | 20,125,000 | 20,125,000 |
Ordinary shares, redemption value per share | $ / shares | $ 10.20 | $ 10.20 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,031,250 | 5,031,250 |
Common shares, shares outstanding | 5,031,250 | 5,031,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Formation and general and administrative expenses | $ 781,914 | $ 9,098 | $ 5,054,348 | $ 10,694 | $ 282,666 | ||
Loss from operations | (781,914) | (9,098) | (5,054,348) | (10,694) | (282,666) | ||
Other income | |||||||
Interest earned on investments held in trust account | 231,675 | 266,579 | 9,883 | ||||
Transaction costs allocated to warrant liabilities | (1,154,518) | ||||||
Change in fair value of warrant liabilities | 5,067,788 | 8,051,082 | 1,739,419 | ||||
Total other income | 5,299,463 | 8,317,661 | 594,784 | ||||
Net income/(loss) | $ 4,517,549 | $ (1,254,236) | $ (9,098) | $ (1,596) | $ 3,263,313 | $ (10,694) | $ 312,118 |
Class A Common Stock | |||||||
Other income | |||||||
Weighted average shares of common stock outstanding, basic | 20,125,000 | 20,125,000 | 4,947,859 | ||||
Weighted average shares of common stock outstanding, diluted | 20,125,000 | 20,125,000 | 4,947,859 | ||||
Basic net income/(loss) per common stock | $ 0.18 | $ 0.13 | $ 0.03 | ||||
Diluted net income/(loss) per common stock | $ 0.18 | $ 0.13 | $ 0.03 | ||||
Class B Common Stock | |||||||
Other income | |||||||
Weighted average shares of common stock outstanding, basic | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 | ||
Weighted average shares of common stock outstanding, diluted | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 | ||
Basic net income/(loss) per common stock | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 | ||
Diluted net income/(loss) per common stock | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained earnings | Total |
Balance at the beginning at Jan. 03, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jan. 03, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsor | $ 503 | 24,497 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 5,031,250 | |||
Net income/(loss) | (1,596) | (1,596) | ||
Balance at the end at Mar. 31, 2021 | $ 503 | 24,497 | (1,596) | 23,404 |
Balance at the end (in shares) at Mar. 31, 2021 | 5,031,250 | |||
Balance at the beginning at Jan. 03, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Jan. 03, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/(loss) | (10,694) | |||
Balance at the end at Jun. 30, 2021 | $ 503 | 24,497 | (10,694) | 14,306 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,031,250 | |||
Balance at the beginning at Jan. 03, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Jan. 03, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsor | $ 503 | 24,497 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 5,031,250 | |||
Forfeiture of Class B common stock from Sponsor | $ (162) | 162 | 0 | 0 |
Forfeiture of Class B common stock from Sponsor, (in shares) | (1,618,434) | |||
Sale of Class B common stock to Institutional Anchor Investors | $ 162 | 647,954 | 0 | 648,116 |
Sale of Class B common stock to Institutional Anchor Investors, (in shares) | 1,618,434 | |||
Excess cash received over the fair value of the private warrants | $ 0 | 4,220,000 | 0 | 4,220,000 |
Net income/(loss) | 0 | 0 | 312,118 | 312,118 |
Balance at the end at Dec. 31, 2021 | $ 503 | 0 | (15,533,626) | (15,533,123) |
Balance at the end (in shares) at Dec. 31, 2021 | 5,031,250 | |||
Balance at the beginning at Mar. 31, 2021 | $ 503 | 24,497 | (1,596) | 23,404 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,031,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/(loss) | (9,098) | (9,098) | ||
Balance at the end at Jun. 30, 2021 | $ 503 | 24,497 | (10,694) | 14,306 |
Balance at the end (in shares) at Jun. 30, 2021 | 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 [Roll Forward] | ||||
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 [Roll Forward] | ||||
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 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 [Roll Forward] | ||||
Net income/(loss) | 4,517,549 | 4,517,549 | ||
Accretion of Class A common stock subject to possible redemption amount | (350,000) | (350,000) | ||
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 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Cash flows from operating activities: | |
Net income/(loss) | $ 3,263,313 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in trust account | (266,579) |
Change in fair value of warrant liabilities | (8,051,082) |
Adjustments to operating assets and liabilities: | |
Decrease in prepaid expenses | 155,725 |
Increase in accounts payable and accrued expenses | 4,442,366 |
Net cash used in operating activities | (456,257) |
Cash flows from financing activities: | |
Net change in cash | (456,257) |
Cash at beginning of period | 953,329 |
Cash at end of period | 497,072 |
Supplemental disclosure of non-cash investing and financing activities | |
Deferred underwriting commissions in connection with the initial public offering | $ 350,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artemis Strategic Investment Corporation (the “ Company Business Combination As of June 30, 2022, 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 The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2021. On October 4, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “ Public Shares Founder Shares ”) Certain institutional anchor investors (the “ Institutional Anchor Investors Sponsor Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “ Sponsor Warrants Anchor Investor Warrants Private Placement Warrants 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 Final Prospectus Transaction costs amounted to $25,559,771 consisting of $3,825,000 of underwriting fees, $7,043,750 of deferred underwriting fees, $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. Offering costs related to the Founder Shares amounted to $13,796,426, of which $13,158,020 were charged to stockholders’ equity/(deficit) upon the completion of the Initial Public Offering and $638,407 were expensed to the statements of operations and included in transaction costs allocated to warrant liabilities. 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 Investment Company Act 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 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 Exchange Act 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 the Company will pay to the underwriters. 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.” 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, 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 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 The 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 30, 2022, the Company entered into an agreement and plan of reorganization, with Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus (“ Komisium Novibet PubCo Merger Sub Merger Agreement Proposed Business Combination Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement as described in more detail below, including the approval of the Merger Agreement and the transactions contemplated thereby by the Company’s stockholders, Merger Sub will merge with and into the Company with the Company surviving and continuing as a direct, wholly-owned subsidiary of PubCo, and with the stockholders of the Company becoming stockholders of PubCo (the “ Merger At the effective time of the Merger (the “ Effective Time Class B Common Stock Class A Common Stock The Merger Agreement may be terminated and the transactions contemplated thereby abandoned: (i) by mutual written agreement of the Company and Novibet; (ii) by either the Company or Novibet if the Proposed Business Combination is not consummated by the nine month anniversary of the date of the Merger Agreement, provided, however, that neither party shall have the right to terminate if their action or failure to act has been a principal cause of or principally resulted in the failure of the transactions to occur on or before such date and such action or failure to act constitutes a material breach of the Merger Agreement; (iii) by either the Company or Novibet if a governmental entity of competent jurisdiction has issued an order or taken any action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Proposed Business Combination, which order or other action is final and nonappealable; (iv) by either Novibet or the Company if the approval of the Proposed Business Combination by the Company’s stockholders has not been obtained; (v) by Novibet following a modification in the recommendation of the Company’s board of directors; (vi) by Novibet if the anticipated Gross Closing Proceeds of the Company are less than $50,000,000 and (vii) by Novibet or the Company if the other party has an uncured breach of the Merger Agreement that would result in a failure of the applicable closing conditions. No party will have any liability after the termination of the Merger Agreement, except for intentional fraud or a material and willful breach. In connection with the execution of the Merger Agreement, the Sponsor, Novibet and the Company entered into a Sponsor Support Agreement, pursuant to which the Sponsor agreed, among other things, to vote to adopt and approve the Merger 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. Liquidity and Going Concern Consideration As of June 30, 2022, the Company had $497,072 in cash and a working capital deficit of $4,046,898. The Company’s liquidity needs through June 30, 2022, 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 Working Capital Loans (defined below, see Note 5). As of June 30, 2022, there were no amounts outstanding under the Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination within 21 months of the closing of the Initial Public Offering, or July 4, 2023. 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 July 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artemis Strategic Investment Corp. (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 December 31, 2021, the Company had not yet commenced any operations. All activity for the period January 4, 2021 (inception) through December 31, 2021 The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2021. On October 4, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), 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. As a result, 656,250 Founder Shares were no longer subject to forfeiture. Certain institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, Artemis Sponsor, LLC (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 and as part of the Initial Public Offering, certain entities affiliated with the Sponsor (as defined below), 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 shares of Class B common stock (“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”). Transaction costs amounted to $25,209,771 $6,693,750 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 the 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 the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and 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 the Company will pay to the underwriters. 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.” 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 Company’s Sponsor, officers, directors, anchor investors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5) 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. 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, 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 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 Amended and Restated 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 Reporting on Form 10-K as filed with the SEC on January 28, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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. 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. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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, 2022 and December 31, 2021. 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. Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock 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 Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of June 30, 2022 and December 31, 2021, 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. At June 30, 2022 and December 31, 2021, the Company’s net deferred income tax assets are deemed to be de minimus. 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, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 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 and 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. The Company’s basic and diluted income/(loss) per share are calculated as follows: Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 3,614,039 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.18 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 903,510 $ (9,098) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.18 $ (0.00) For the period from Six Months Ended January 4, 2021 to June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 2,610,650 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.13 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 652,662 $ (10,694) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.13 $ (0.00) 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 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 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 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. 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 and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period at the date of the financial statements. 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 Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 December 31, 2021. 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. Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of December 31, 2021, 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 sheet. 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. At December 31, 2021, deferred income tax assets are deemed to be de minimis. 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income per Share of Common Stock 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 and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is computed by dividing net income or loss by the weighted average number of common stock outstanding for the period. Net income is allocated to the Company’s Class A and 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. The Company’s basic and diluted income per share are calculated as follows: December 31, 2021 Redeemable Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 162,830 Denominator: Weighted Average Class A Common Stock, Basic and Diluted 4,947,859 Net income per share, Class A common stock, basic and diluted $ 0.03 Non-Redeemable Class B Common Stock Numerator: Net Loss allocable to Class B common stock $ 149,288 Denominator: Class B Common Stock, Basic and Diluted 4,536,343 Net income per share, Class B common stock, basic and diluted $ 0.03 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 sheet, primarily due to their short-term nature. 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 $ 25,209,771 Warrant Liabilities The Company will account 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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 effective January 4, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
INITIAL PUBLIC OFFERING | 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, one Public Warrant | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on October 4, 2021, 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, one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
PRIVATE PLACEMENT | 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 warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period. | 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 $2,000,000. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
RELATED PARTY TRANSACTIONS | 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 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 anchor investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the 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. 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 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 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 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 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 splits, bonus share issuances, 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 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 anchor investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the 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. 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 Promissory Note of $162,892 was repaid at the closing of the Initial Public Offering and 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 December 31, 2021, 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 Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 4, 2021 (inception) through December 31, 2021, the Company incurred and paid $30,000 in fees for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus 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. 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 are entitled to a deferred fee of $0.35 per Unit, or $7,043,750 in the aggregate. The deferred fee will 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. | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 Class A common stock). 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. Underwriters’ Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, excluding an affiliated entity with the Sponsor that purchased 1,000,000 Units, or $6,693,750 in the aggregate. The deferred fee will become payable to the underwriter 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. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
WARRANT LIABILITIES | 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 Public 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 Public 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 Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state 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 Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th 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 Company’s Class A common stock are 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 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 shares 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. 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 ● 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. If the Company calls the Public Warrants for redemption, 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 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. | 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 Public 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 Public 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 Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state 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 60 the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares 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. 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 (the “ 30 - day redemption period”) 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. If the Company calls the Public Warrants for redemption, 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 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. |
CLASS A COMMON STOCK SUBJECT TO
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature 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, 2022 and December 31, 2021, 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. 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 $ 205,275,000 | NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature 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 December 31, 2021, 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 balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet 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 (10,897,232) Plus: Accretion of Class A common stock subject to possible redemption amount 20,738,357 Class A common stock subject to possible redemption $ 205,275,000 |
STOCKHOLDER'S EQUITY (DEFICIT)
STOCKHOLDER'S EQUITY (DEFICIT) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
STOCKHOLDER'S EQUITY (DEFICIT) | NOTE 9. STOCKHOLDER’S EQUITY/(DEFICIT) Preferred Stock — Class A Common Stock — Class B Common Stock — Simultaneously with the Closing 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. 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 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 Class A common stock issued pursuant to a forward purchase agreement), excluding any 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 9. STOCKHOLDERS’ DEFICIT Preferred Stock — issued Class A Common Stock outstanding Class B Common Stock — outstanding Simultaneously with the Closing the Initial Public Offering on October 4, 2021, the Sponsor forfeited 1,618,434 shares of Class B common stock (“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 Class B common stock 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 Class B common stock 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 Company’s Class B Common Stock may remove a member of the board of directors for any reason. 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 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 Class A common stock issued pursuant to a forward purchase agreement), excluding any 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
FAIR VALUE MEASUREMENTS | 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, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Description Level 2022 Assets: Investments held in Trust Account 1 $ 205,551,462 Liabilities: Warrant liability – Public Warrants 1 $ 905,624 Warrant liability – Private Placement Warrants 2 900,000 December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 $ 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 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, 2022 and December 31, 2021, 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. | NOTE 11. FAIR VALUE MEASUREMENT The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. 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 December 31, 2021, 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 below. The following table provides quantitative information regarding Level 3 fair value measurements: October 4, 2021 Inputs (Initial Measurement) Risk-free rate 0.05 % Expected term (years) 5.0 Expected volatility 11.1 % Exercise price $ 11.50 Stock price $ 10.03 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. On November 22, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the Prospectus filed September 29, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of December 31, 2021, the Company classified the Public Warrants as Level 1. The estimated value of the Public Warrants and Private Placement Warrants transferred from a Level 3 measurement to a Level 1 measurement and Level 2 measurement, respectively from the initial measurement through December 31, 2021 was $9,856,706 as presented in the changes in fair value of Level 3 warrant liabilities table below. Private Warrant Placement Public Liabilities Fair value as of January 4, 2021 (inception) $ — $ — $ — Initial measurement on October 4, 2021 5,780,000 5,816,125 11,596,125 Change in fair value (867,000) (872,419) (1,739,419) Transfer to Level 1 — (4,943,706) (4,943,706) Transfer to Level 2 (4,913,000) — (4,913,000) Fair value as of December 31, 2021 $ — $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS On July 14, 2022, Barclays Capital Inc. (“ Barclays Barclays Termination Letter Barclays Engagement Letter Deferred Discount Underwriting Agreement BMO Investment Management Trust Agreement Upon the termination of the Barclays Engagement Letter, Barclays will cease to act for the Company and the Sponsor in connection with the Proposed Business Combination and will not be responsible for any part of any registration statement that Company, the Sponsor, Logflex MT Holding Limited, and/or Novibet (or any of their respective affiliates) has filed or may file in in the future in connection with the Proposed Business Combination or any other potential business combination transaction, including any amendments thereto or documents incorporated therein On July 19, 2022, BMO Capital Markets Corp. (“ BMO | NOTE 12. SUBSEQUENT EVENTS The Company evaluated events that have occurred after the balance sheet date up through the date the 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | 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 Reporting on Form 10-K as filed with the SEC on January 28, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | 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. 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. | 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. 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 | 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. | 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 and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period at the date of the financial statements. 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 | 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. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | 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 Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | 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, 2022 and December 31, 2021. | 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 December 31, 2021. |
Investments Held in Trust Account | 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. | 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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock 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 Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of June 30, 2022 and December 31, 2021, 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. | Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of December 31, 2021, 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 sheet. 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 | 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. At June 30, 2022 and December 31, 2021, the Company’s net deferred income tax assets are deemed to be de minimus. 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, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. | 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. At December 31, 2021, deferred income tax assets are deemed to be de minimis. 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Net Income/(Loss) per Common Share | 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 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 and 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. The Company’s basic and diluted income/(loss) per share are calculated as follows: Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 3,614,039 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.18 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 903,510 $ (9,098) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.18 $ (0.00) For the period from Six Months Ended January 4, 2021 to June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 2,610,650 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.13 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 652,662 $ (10,694) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.13 $ (0.00) | Net Income per Share of Common Stock 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 and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is computed by dividing net income or loss by the weighted average number of common stock outstanding for the period. Net income is allocated to the Company’s Class A and 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. The Company’s basic and diluted income per share are calculated as follows: December 31, 2021 Redeemable Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 162,830 Denominator: Weighted Average Class A Common Stock, Basic and Diluted 4,947,859 Net income per share, Class A common stock, basic and diluted $ 0.03 Non-Redeemable Class B Common Stock Numerator: Net Loss allocable to Class B common stock $ 149,288 Denominator: Class B Common Stock, Basic and Diluted 4,536,343 Net income per share, Class B common stock, basic and diluted $ 0.03 |
Fair Value of Financial Instruments | 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. | 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 sheet, primarily due to their short-term nature. 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 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 | 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 $ 25,209,771 |
Warrant Liabilities | 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. | Warrant Liabilities The Company will account 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 | 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. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 effective January 4, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Reconciliation of Net Income/(Loss) per Common Share | Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 3,614,039 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.18 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 903,510 $ (9,098) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.18 $ (0.00) For the period from Six Months Ended January 4, 2021 to June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 2,610,650 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.13 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 652,662 $ (10,694) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.13 $ (0.00) | December 31, 2021 Redeemable Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 162,830 Denominator: Weighted Average Class A Common Stock, Basic and Diluted 4,947,859 Net income per share, Class A common stock, basic and diluted $ 0.03 Non-Redeemable Class B Common Stock Numerator: Net Loss allocable to Class B common stock $ 149,288 Denominator: Class B Common Stock, Basic and Diluted 4,536,343 Net income per share, Class B common stock, basic and diluted $ 0.03 |
CLASS A COMMON STOCK SUBJECT _2
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Summary of reconciliation of 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 $ 205,275,000 | 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 (10,897,232) Plus: Accretion of Class A common stock subject to possible redemption amount 20,738,357 Class A common stock subject to possible redemption $ 205,275,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Schedule of Company's assets that are measured at fair value on a recurring basis | June 30, Description Level 2022 Assets: Investments held in Trust Account 1 $ 205,551,462 Liabilities: Warrant liability – Public Warrants 1 $ 905,624 Warrant liability – Private Placement Warrants 2 900,000 December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 $ 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 | December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended | ||||||
Mar. 30, 2022 USD ($) $ / shares | Oct. 04, 2021 USD ($) $ / shares | Oct. 04, 2021 USD ($) $ / shares shares | Oct. 04, 2021 USD ($) item $ / shares | Oct. 04, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 13,020,000 | 13,020,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | ||||||
Proceeds from issuance of units | 130,200,000 | 130,200,000 | ||||||
Proceeds from issuance of Private Placement Warrants | 10,000,000 | |||||||
Deferred underwriting fee payable | 7,043,750 | 6,693,750 | ||||||
Other offering costs | 13,158,021 | 13,158,021 | ||||||
Cash held outside the Trust Account | $ 497,072 | 953,329 | ||||||
Proceeds from Related Party Debt | $ 100,000 | 100,000 | ||||||
Condition for future business combination number of businesses minimum | 1 | 1 | ||||||
Payments for investment of cash in Trust Account | $ 205,275,000 | |||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | ||||||
Redemption limit percentage without prior consent | 100 | |||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | ||||||
Purchase price | $ / shares | $ 10 | |||||||
Number of shares no longer subject to forfeiture | shares | 656,250 | 656,250 | ||||||
Cash | $ 497,072 | |||||||
Working capital deficit | 4,046,898 | |||||||
Issuance costs | $ 71,134 | $ 548,505 | ||||||
Working capital loans | $ 0 | |||||||
Novibet | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Gross closing proceeds | $ 50,000,000 | |||||||
Class B Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Class B Common Stock | Novibet | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||||
Class A Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Class A Common Stock | Novibet | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||||
Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 2,000,000 | 2,000,000 | ||||||
Proceeds from issuance of Private Placement Warrants | $ 2,000,000 | $ 2,000,000 | ||||||
Public Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Purchase price | $ / shares | $ 9.20 | $ 9.20 | ||||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,125,000 | |||||||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10.20 | $ 10.20 | $ 10.20 | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | ||||||
Threshold Percentage Of Public Shares Subject To Redemption Without Company's Prior Written Consents | 15% | 15% | ||||||
Proceeds from issuance initial public offering | $ 201,250,000 | |||||||
Transaction Costs | 25,559,771 | $ 25,559,771 | $ 25,559,771 | $ 25,559,771 | ||||
Underwriting fees | 3,825,000 | 3,825,000 | 3,825,000 | 3,825,000 | ||||
Deferred underwriting fee payable | 7,043,750 | 7,043,750 | 7,043,750 | 7,043,750 | ||||
Other offering costs | 894,595 | $ 894,595 | $ 894,595 | $ 894,595 | $ 1,154,518 | $ 1,154,518 | ||
Offering cost related to founder shares | 13,796,426 | |||||||
Offering cost related to equity | 13,158,020 | |||||||
Offering Cost | 638,407 | |||||||
Payments for investment of cash in Trust Account | $ 205,275,000 | |||||||
Issuance costs | $ 25,559,771 | $ 25,209,771 | ||||||
Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 8,000,000 | 8,000,000 | ||||||
Price of warrant | $ / shares | $ 1 | $ 1 | ||||||
Proceeds from issuance of Private Placement Warrants | $ 8,000,000 | $ 8,000,000 | ||||||
Private Placement | Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 8,000,000 | 8,000,000 | ||||||
Price of warrant | $ / shares | $ 1 | $ 1 | ||||||
Proceeds from issuance of Private Placement Warrants | $ 8,000,000 | $ 8,000,000 | ||||||
Over-allotment option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,625,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Over-allotment option | Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance of Private Placement Warrants | 2,000,000 | $ 2,000,000 | ||||||
Sponsor | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Issuance costs | $ 25,000 | |||||||
Sponsor | Class B Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sponsor forfeited common stock | shares | 1,618,434 | 1,618,434 | ||||||
Stock sold | shares | 1,618,434 | 1,618,434 | ||||||
Purchase price | $ / shares | $ 0.006 | $ 0.006 | ||||||
Sponsor | Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,732,500 | 2,732,500 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||
Proceeds from issuance of units | $ 27,325,000 | $ 27,325,000 | ||||||
Sponsor | Private Placement | Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 2,000,000 | 2,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) D $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Oct. 04, 2021 USD ($) | |
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 | ||
Share Price | $ / shares | $ 10 | $ 10 | ||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% | 115% | 115% | ||
Stock price trigger for redemption of public warrants | $ / shares | $ 9.20 | $ 9.20 | $ 9.20 | $ 9.20 | ||
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | 20,125,000 | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||
Offering costs | $ 71,134 | 548,505 | ||||
Other offering costs | 13,158,021 | 13,158,021 | 13,158,021 | 13,158,021 | ||
Offering costs charged to temporary equity | 10,897,232 | 10,897,232 | ||||
Federal Depository Insurance Corporation coverage limit | 250,000 | 250,000 | ||||
Additional deferred underwriting fees | 350,000 | 350,000 | ||||
Initial Public Offering | ||||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | 5,000,001 | 5,000,001 | 5,000,001 | 5,000,001 | ||
Offering costs | 25,559,771 | 25,209,771 | ||||
Other offering costs | $ 1,154,518 | $ 1,154,518 | $ 1,154,518 | $ 1,154,518 | $ 894,595 | |
Public Warrants | ||||||
Share Price | $ / shares | $ 9.20 | $ 9.20 | $ 9.20 | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | 60% | 60% | ||
Threshold consecutive trading days for redemption of public warrants | D | 20 | 20 | ||||
Warrants expiration term | 5 years | 5 years | 5 years | 5 years | ||
Class A common stock subject to redemption | ||||||
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | 20,125,000 | 20,125,000 | 20,125,000 | ||
Offering costs charged to temporary equity | $ (11,247,232) | $ (10,897,232) | ||||
Class A common stock subject to redemption | Initial Public Offering | ||||||
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | 20,125,000 | 20,125,000 | 20,125,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Share of Common Stock (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A Common Stock | |||||
Numerator: Net income (loss) allocable to Common Stock | $ 3,614,039 | $ 2,610,650 | $ 162,830 | ||
Weighted Average shares of Common Stock outstanding, basic | 20,125,000 | 20,125,000 | 4,947,859 | ||
Weighted Average shares of Common Stock outstanding, diluted | 20,125,000 | 20,125,000 | 4,947,859 | ||
Basic net income/(loss) per share | $ 0.18 | $ 0.13 | $ 0.03 | ||
Diluted net income/(loss) per share | $ 0.18 | $ 0.13 | $ 0.03 | ||
Class B Common Stock | |||||
Numerator: Net income (loss) allocable to Common Stock | $ 903,510 | $ (9,098) | $ 652,662 | $ (10,694) | $ 149,288 |
Weighted Average shares of Common Stock outstanding, basic | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 |
Weighted Average shares of Common Stock outstanding, diluted | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 |
Basic net income/(loss) per share | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 |
Diluted net income/(loss) per share | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Oct. 04, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 13,020,000 | 13,020,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,125,000 | ||
Purchase price, per unit | $ 10.20 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
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 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 2,625,000 | ||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 10,000,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 2,000,000 | 2,000,000 |
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,000,000 | 8,000,000 |
Price of warrants | $ 1 | $ 1 |
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,000,000 | 8,000,000 |
Price of warrants | $ 1 | $ 1 |
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 16, 2021 $ / shares shares | Jan. 05, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) D $ / shares | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||
Purchase price | $ / shares | $ 10 | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 13,796,426 | $ 13,796,426 | |||
Sponsor forfeited common stock | 1,618,434 | ||||
Stock sold | 1,618,434 | ||||
Purchase price | $ / shares | $ 0.006 | $ 8.54 | $ 8.54 | ||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
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 | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||
Stock sold | 1,618,434 | 4,312,500 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 05, 2021 | |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 162,892 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Repayment of promissory note - related party | $ 162,892 | 162,892 | |||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | $ 30,000 | 60,000 | 30,000 | ||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||
Price of warrant | $ 1 | $ 1 | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Maximum number of demands for registration of securities | 3 | 3 |
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 |
Aggregate deferred underwriting fee payable | $ | $ 7,043,750 | $ 6,693,750 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 D $ / shares shares | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Threshold period for filling registration statement after business combination | 15 days | 15 days |
Period of time within which registration statement is expected to become effective | 60 days | 60 days |
Stock price trigger for redemption of public warrants | $ 9.20 | $ 9.20 |
Share Price | $ 10 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
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 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | $ | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | $ | 3 | |
Percentage of adjustment of redemption price of stock based on market value. | 180% | |
Warrants | CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Warrants outstanding | shares | 20,062,500 | 20,062,500 |
Warrants expiration term | 5 years | 5 years |
Public Warrants | CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Warrants outstanding | shares | 10,062,500 | 10,062,500 |
Warrants exercisable term from the completion of business combination | 30 days | 30 days |
Warrants expiration term | 5 years | 5 years |
Warrants exercisable for cash | shares | 0 | |
Threshold consecutive trading days for redemption of public warrants | D | 20 | 20 |
Share Price | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60% | 60% |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Stock price trigger for redemption of public warrants | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 | |
Percentage of adjustment of redemption price of stock based on market value. | 180% | |
Private Placement Warrants | CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Warrants outstanding | shares | 10,000,000 | 10,000,000 |
CLASS A COMMON STOCK SUBJECT _3
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Temporary Equity [Line Items] | ||
Offering Costs allocated to Class A common stock subject to possible redemption | $ 10,897,232 | $ 10,897,232 |
Accretion of Class A common stock subject to possible redemption amount | $ 20,738,357 | |
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | |
Class A common stock subject to redemption | ||
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | 201,250,000 | $ 201,250,000 |
Fair Value of Public Warrants at Issuance | (5,816,125) | (5,816,125) |
Offering Costs allocated to Class A common stock subject to possible redemption | (11,247,232) | (10,897,232) |
Accretion of Class A common stock subject to possible redemption amount | 21,088,357 | 20,738,357 |
Class A common stock subject to possible redemption | $ 205,275,000 | $ 205,275,000 |
Temporary Equity, shares authorized | shares | 380,000,000 | 380,000,000 |
Common shares, votes per share | Vote | 1 | |
Temporary Equity, Par Value | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | 20,125,000 |
STOCKHOLDER'S EQUITY (DEFICIT)
STOCKHOLDER'S EQUITY (DEFICIT) - Preferred Stock Shares (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 EQUITY (DEFICIT_2
STOCKHOLDER'S EQUITY (DEFICIT) - Common Stock Shares (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares |
Class of Stock [Line Items] | ||
Ordinary shares, shares subject to possible redemption | 20,125,000 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
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 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class A common stock subject to redemption | ||
Class of Stock [Line Items] | ||
Common shares, votes per share | Vote | 1 | |
Ordinary shares, shares subject to possible redemption | 20,125,000 | 20,125,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
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 | 1 |
Common shares, shares issued (in shares) | 5,031,250 | 5,031,250 |
Common shares, shares outstanding (in shares) | 5,031,250 | 5,031,250 |
STOCKHOLDER'S EQUITY (DEFICIT_3
STOCKHOLDER'S EQUITY (DEFICIT) - Warrants (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended | ||
Oct. 04, 2021 $ / shares shares | Mar. 16, 2021 $ / shares shares | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Class of Warrant or Right [Line Items] | ||||
Share Price | $ / shares | $ 10 | |||
Founder Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Shares subject to forfeiture | 1,618,434 | |||
Stock sold | 1,618,434 | |||
Share Price | $ / shares | $ 0.006 | $ 8.54 | $ 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 | 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 | ||||
Class of Warrant or Right [Line Items] | ||||
Ratio to be applied to the stock in the conversion | 25 | 25 | ||
Class B Common Stock | Founder Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Shares subject to forfeiture | 1,618,434 | |||
Stock sold | 1,618,434 | |||
Share Price | $ / shares | $ 0.006 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets | $ 205,551,462 | $ 205,284,883 |
Liabilities: | ||
Total liabilities | 9,856,706 | |
Level 1 | ||
Assets: | ||
Total assets | 205,551,462 | 205,284,883 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Total liabilities | 905,624 | 4,943,706 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Total liabilities | 4,943,706 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Total liabilities | $ 900,000 | 4,913,000 |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Total liabilities | $ 4,913,000 |
BALANCE SHEET
BALANCE SHEET - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 03, 2021 |
Current assets | ||||||
Cash | $ 497,072 | $ 953,329 | ||||
Prepaid expenses | 294,983 | 450,708 | ||||
Total Current Assets | 792,055 | 1,404,037 | ||||
Investments held in Trust Account | 205,551,462 | 205,284,883 | ||||
Total assets | 206,343,517 | 206,688,920 | ||||
Current liabilities | ||||||
Accounts payable and accrued expenses | 4,838,953 | 396,587 | ||||
Total Current Liabilities | 4,838,953 | 396,587 | ||||
Derivative warrant liabilities | 1,805,624 | 9,856,706 | ||||
Deferred underwriting fee payable | 7,043,750 | 6,693,750 | ||||
Total liabilities | 13,688,327 | 16,947,043 | ||||
Commitments and Contingencies | ||||||
Stockholders' Deficit | ||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||
Accumulated deficit | (12,620,313) | (15,533,626) | ||||
Total Stockholders' Deficit | (12,619,810) | $ (16,787,359) | (15,533,123) | $ 14,306 | $ 23,404 | $ 0 |
Total Liabilities and Stockholders' Deficit | 206,343,517 | 206,688,920 | ||||
Class A Common Stock | ||||||
Current liabilities | ||||||
Class A common stock; 20,125,000 shares subject to possible redemption at $10.20 per share | 205,275,000 | 205,275,000 | ||||
Stockholders' Deficit | ||||||
Common stock | ||||||
Class A common stock subject to redemption | ||||||
Current liabilities | ||||||
Class A common stock; 20,125,000 shares subject to possible redemption at $10.20 per share | 205,275,000 | 205,275,000 | ||||
Class B Common Stock | ||||||
Stockholders' Deficit | ||||||
Common stock | $ 503 | $ 503 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (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 |
Ordinary shares, shares subject to possible redemption | 20,125,000 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 380,000,000 | 380,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A common stock subject to redemption | ||
Ordinary shares, shares subject to possible redemption | 20,125,000 | 20,125,000 |
Ordinary shares, redemption value per share | $ / shares | $ 10.20 | $ 10.20 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,031,250 | 5,031,250 |
Common shares, shares outstanding | 5,031,250 | 5,031,250 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Formation and general and administrative expenses | $ 781,914 | $ 9,098 | $ 5,054,348 | $ 10,694 | $ 282,666 | ||
Loss from operations | (781,914) | (9,098) | (5,054,348) | (10,694) | (282,666) | ||
Other income (expense) | |||||||
Interest earned on investment held in trust account | 231,675 | 266,579 | 9,883 | ||||
Transaction costs allocated to warrant liabilities | (1,154,518) | ||||||
Change in fair value of warrant liabilities | 5,067,788 | 8,051,082 | 1,739,419 | ||||
Total other income | 5,299,463 | 8,317,661 | 594,784 | ||||
Net income/(loss) | $ 4,517,549 | $ (1,254,236) | $ (9,098) | $ (1,596) | $ 3,263,313 | $ (10,694) | $ 312,118 |
Class A Common Stock | |||||||
Other income (expense) | |||||||
Weighted average shares of common stock outstanding, basic | 20,125,000 | 20,125,000 | 4,947,859 | ||||
Weighted average shares of common stock outstanding, diluted | 20,125,000 | 20,125,000 | 4,947,859 | ||||
Basic net income/(loss) per common stock | $ 0.18 | $ 0.13 | $ 0.03 | ||||
Diluted net income/(loss) per common stock | $ 0.18 | $ 0.13 | $ 0.03 | ||||
Class B Common Stock | |||||||
Other income (expense) | |||||||
Weighted average shares of common stock outstanding, basic | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 | ||
Weighted average shares of common stock outstanding, diluted | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 | ||
Basic net income/(loss) per common stock | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 | ||
Diluted net income/(loss) per common stock | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | Class B Common Stock Common Stock | Additional Paid-in Capital | Retained earnings | Total |
Balance at the beginning at Jan. 03, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jan. 03, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsor | $ 503 | 24,497 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 5,031,250 | |||
Net income | (1,596) | (1,596) | ||
Balance at the end at Mar. 31, 2021 | $ 503 | 24,497 | (1,596) | 23,404 |
Balance at the end (in shares) at Mar. 31, 2021 | 5,031,250 | |||
Balance at the beginning at Jan. 03, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Jan. 03, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (10,694) | |||
Balance at the end at Jun. 30, 2021 | $ 503 | 24,497 | (10,694) | 14,306 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,031,250 | |||
Balance at the beginning at Jan. 03, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Jan. 03, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsor | $ 503 | 24,497 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 5,031,250 | |||
Forfeiture of Class B common stock from Sponsor | $ (162) | 162 | 0 | 0 |
Forfeiture of Class B common stock from Sponsor, (in shares) | (1,618,434) | |||
Sale of Class B common stock to Institutional Anchor Investors | $ 162 | 647,954 | 0 | 648,116 |
Sale of Class B common stock to Institutional Anchor Investors, (in shares) | 1,618,434 | |||
Excess cash received over the fair value of the private warrants | $ 0 | 4,220,000 | 0 | 4,220,000 |
Accretion of Class A common stock subject to possible redemption amount | 0 | (4,892,613) | (15,845,744) | (20,738,357) |
Net income | 0 | 0 | 312,118 | 312,118 |
Balance at the end at Dec. 31, 2021 | $ 503 | 0 | (15,533,626) | (15,533,123) |
Balance at the end (in shares) at Dec. 31, 2021 | 5,031,250 | |||
Balance at the beginning at Mar. 31, 2021 | $ 503 | 24,497 | (1,596) | 23,404 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,031,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (9,098) | (9,098) | ||
Balance at the end at Jun. 30, 2021 | $ 503 | 24,497 | (10,694) | 14,306 |
Balance at the end (in shares) at Jun. 30, 2021 | 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 [Roll Forward] | ||||
Net income | (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 [Roll Forward] | ||||
Net income | 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 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 [Roll Forward] | ||||
Net income | 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 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net profit (loss) for the year | $ 3,263,313 | $ (10,694) | $ 312,118 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest earned on marketable securities held in trust account | (266,579) | (9,883) | |
Change in fair value of warrant liabilities | (8,051,082) | (1,739,419) | |
Offering costs allocated to warrant liabilities | 1,154,518 | ||
Formation and operating costs paid by Sponsor in exchange for issuance of Class B Common Stock | 1,596 | 1,596 | |
Formation and operating costs paid by promissory note | 498 | ||
Adjustments to operating assets and liabilities: | |||
Increase in prepaid expenses and other current assets | 155,725 | (451,206) | |
Increase in accounts payable and accrued expenses | 4,442,366 | 9,098 | 136,794 |
Net cash used in operating activities | (456,257) | (594,984) | |
Cash flows from investing activities: | |||
Investment of cash in Trust Account | (205,275,000) | ||
Net cash used in investing activities | (205,275,000) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of Units, net of underwriting discounts paid | 197,425,000 | ||
Proceeds from issuance of Private Placement Warrants | 10,000,000 | ||
Proceeds from promissory note - related party | 100,000 | 100,000 | |
Proceeds from issuance of Class B common stock to anchor investors | 9,710 | ||
Payments for offering costs | (71,134) | (548,505) | |
Payment of promissory note - related party | (162,892) | ||
Net cash provided by financing activities | 28,866 | 206,823,313 | |
Net change in cash | (456,257) | 28,866 | 953,329 |
Cash at beginning of period | 953,329 | ||
Cash at end of period | $ 497,072 | 28,866 | 953,329 |
Supplemental disclosure of non-cash investing and financing activities | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Common Stock | 23,404 | 23,404 | |
Deferred offering costs paid by promissory note | 62,394 | 62,892 | |
Deferred underwriting commissions in connection with the initial public offering | 6,693,750 | ||
Offering costs included in accrued expenses | $ 259,794 | ||
Deferred offering costs included in accounts payable and accrued expenses | $ 226,596 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artemis Strategic Investment Corporation (the “ Company Business Combination As of June 30, 2022, 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 The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2021. On October 4, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “ Public Shares Founder Shares ”) Certain institutional anchor investors (the “ Institutional Anchor Investors Sponsor Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “ Sponsor Warrants Anchor Investor Warrants Private Placement Warrants 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 Final Prospectus Transaction costs amounted to $25,559,771 consisting of $3,825,000 of underwriting fees, $7,043,750 of deferred underwriting fees, $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. Offering costs related to the Founder Shares amounted to $13,796,426, of which $13,158,020 were charged to stockholders’ equity/(deficit) upon the completion of the Initial Public Offering and $638,407 were expensed to the statements of operations and included in transaction costs allocated to warrant liabilities. 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 Investment Company Act 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 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 Exchange Act 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 the Company will pay to the underwriters. 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.” 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, 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 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 The 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 30, 2022, the Company entered into an agreement and plan of reorganization, with Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus (“ Komisium Novibet PubCo Merger Sub Merger Agreement Proposed Business Combination Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement as described in more detail below, including the approval of the Merger Agreement and the transactions contemplated thereby by the Company’s stockholders, Merger Sub will merge with and into the Company with the Company surviving and continuing as a direct, wholly-owned subsidiary of PubCo, and with the stockholders of the Company becoming stockholders of PubCo (the “ Merger At the effective time of the Merger (the “ Effective Time Class B Common Stock Class A Common Stock The Merger Agreement may be terminated and the transactions contemplated thereby abandoned: (i) by mutual written agreement of the Company and Novibet; (ii) by either the Company or Novibet if the Proposed Business Combination is not consummated by the nine month anniversary of the date of the Merger Agreement, provided, however, that neither party shall have the right to terminate if their action or failure to act has been a principal cause of or principally resulted in the failure of the transactions to occur on or before such date and such action or failure to act constitutes a material breach of the Merger Agreement; (iii) by either the Company or Novibet if a governmental entity of competent jurisdiction has issued an order or taken any action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Proposed Business Combination, which order or other action is final and nonappealable; (iv) by either Novibet or the Company if the approval of the Proposed Business Combination by the Company’s stockholders has not been obtained; (v) by Novibet following a modification in the recommendation of the Company’s board of directors; (vi) by Novibet if the anticipated Gross Closing Proceeds of the Company are less than $50,000,000 and (vii) by Novibet or the Company if the other party has an uncured breach of the Merger Agreement that would result in a failure of the applicable closing conditions. No party will have any liability after the termination of the Merger Agreement, except for intentional fraud or a material and willful breach. In connection with the execution of the Merger Agreement, the Sponsor, Novibet and the Company entered into a Sponsor Support Agreement, pursuant to which the Sponsor agreed, among other things, to vote to adopt and approve the Merger 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. Liquidity and Going Concern Consideration As of June 30, 2022, the Company had $497,072 in cash and a working capital deficit of $4,046,898. The Company’s liquidity needs through June 30, 2022, 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 Working Capital Loans (defined below, see Note 5). As of June 30, 2022, there were no amounts outstanding under the Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination within 21 months of the closing of the Initial Public Offering, or July 4, 2023. 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 July 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artemis Strategic Investment Corp. (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 December 31, 2021, the Company had not yet commenced any operations. All activity for the period January 4, 2021 (inception) through December 31, 2021 The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2021. On October 4, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), 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. As a result, 656,250 Founder Shares were no longer subject to forfeiture. Certain institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, Artemis Sponsor, LLC (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 and as part of the Initial Public Offering, certain entities affiliated with the Sponsor (as defined below), 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 shares of Class B common stock (“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”). Transaction costs amounted to $25,209,771 $6,693,750 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 the 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 the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and 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 the Company will pay to the underwriters. 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.” 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 Company’s Sponsor, officers, directors, anchor investors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5) 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. 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, 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 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 Amended and Restated 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. |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 Reporting on Form 10-K as filed with the SEC on January 28, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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. 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. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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, 2022 and December 31, 2021. 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. Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock 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 Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of June 30, 2022 and December 31, 2021, 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. At June 30, 2022 and December 31, 2021, the Company’s net deferred income tax assets are deemed to be de minimus. 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, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 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 and 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. The Company’s basic and diluted income/(loss) per share are calculated as follows: Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 3,614,039 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.18 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 903,510 $ (9,098) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.18 $ (0.00) For the period from Six Months Ended January 4, 2021 to June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 2,610,650 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.13 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 652,662 $ (10,694) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.13 $ (0.00) 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 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 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 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. 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 and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period at the date of the financial statements. 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 Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 December 31, 2021. 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. Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of December 31, 2021, 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 sheet. 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. At December 31, 2021, deferred income tax assets are deemed to be de minimis. 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income per Share of Common Stock 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 and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is computed by dividing net income or loss by the weighted average number of common stock outstanding for the period. Net income is allocated to the Company’s Class A and 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. The Company’s basic and diluted income per share are calculated as follows: December 31, 2021 Redeemable Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 162,830 Denominator: Weighted Average Class A Common Stock, Basic and Diluted 4,947,859 Net income per share, Class A common stock, basic and diluted $ 0.03 Non-Redeemable Class B Common Stock Numerator: Net Loss allocable to Class B common stock $ 149,288 Denominator: Class B Common Stock, Basic and Diluted 4,536,343 Net income per share, Class B common stock, basic and diluted $ 0.03 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 sheet, primarily due to their short-term nature. 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 $ 25,209,771 Warrant Liabilities The Company will account 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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 effective January 4, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
INITIAL PUBLIC OFFERING | 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, one Public Warrant | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on October 4, 2021, 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, one |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
PRIVATE PLACEMENT | 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 warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period. | 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 $2,000,000. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
RELATED PARTY TRANSACTIONS | 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 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 anchor investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the 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. 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 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 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 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 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 splits, bonus share issuances, 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 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 anchor investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the 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. 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 Promissory Note of $162,892 was repaid at the closing of the Initial Public Offering and 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 December 31, 2021, 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 Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 4, 2021 (inception) through December 31, 2021, the Company incurred and paid $30,000 in fees for these services. |
COMMITMENTS
COMMITMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
COMMITMENTS | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus 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. 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 are entitled to a deferred fee of $0.35 per Unit, or $7,043,750 in the aggregate. The deferred fee will 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. | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 Class A common stock). 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. Underwriters’ Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, excluding an affiliated entity with the Sponsor that purchased 1,000,000 Units, or $6,693,750 in the aggregate. The deferred fee will become payable to the underwriter 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. |
WARRANT LIABILITIES_2
WARRANT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
WARRANT LIABILITIES | 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 Public 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 Public 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 Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state 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 Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th 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 Company’s Class A common stock are 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 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 shares 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. 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 ● 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. If the Company calls the Public Warrants for redemption, 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 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. | 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 Public 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 Public 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 Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state 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 60 the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares 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. 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 (the “ 30 - day redemption period”) 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. If the Company calls the Public Warrants for redemption, 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 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. |
CLASS A COMMON STOCK SUBJECT _4
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature 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, 2022 and December 31, 2021, 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. 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 $ 205,275,000 | NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature 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 December 31, 2021, 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 balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet 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 (10,897,232) Plus: Accretion of Class A common stock subject to possible redemption amount 20,738,357 Class A common stock subject to possible redemption $ 205,275,000 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
STOCKHOLDERS' DEFICIT | NOTE 9. STOCKHOLDER’S EQUITY/(DEFICIT) Preferred Stock — Class A Common Stock — Class B Common Stock — Simultaneously with the Closing 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. 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 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 Class A common stock issued pursuant to a forward purchase agreement), excluding any 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 9. STOCKHOLDERS’ DEFICIT Preferred Stock — issued Class A Common Stock outstanding Class B Common Stock — outstanding Simultaneously with the Closing the Initial Public Offering on October 4, 2021, the Sponsor forfeited 1,618,434 shares of Class B common stock (“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 Class B common stock 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 Class B common stock 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 Company’s Class B Common Stock may remove a member of the board of directors for any reason. 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 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 Class A common stock issued pursuant to a forward purchase agreement), excluding any 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | |
INCOME TAXES | NOTE 10. INCOME TAXES The Company did not have any significant deferred tax assets or liabilities as of December 31, 2021. The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 272,783 Total deferred tax asset 272,783 Valuation allowance (272,783) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2021 Federal: Current $ — Deferred (272,783) State: Current $ — Deferred — Change in valuation allowance 272,783 Income tax provision $ — As of December 31, 2021, the Company did not have any material U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 4, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $272,783. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % Tax effects of change in fair value of warrant liability (117.0) % Tax effects of transaction costs allocated to warrant liability 78.0 % Change in valuation allowance 18 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
FAIR VALUE MEASUREMENTS | 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, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Description Level 2022 Assets: Investments held in Trust Account 1 $ 205,551,462 Liabilities: Warrant liability – Public Warrants 1 $ 905,624 Warrant liability – Private Placement Warrants 2 900,000 December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 $ 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 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, 2022 and December 31, 2021, 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. | NOTE 11. FAIR VALUE MEASUREMENT The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. 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 December 31, 2021, 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 below. The following table provides quantitative information regarding Level 3 fair value measurements: October 4, 2021 Inputs (Initial Measurement) Risk-free rate 0.05 % Expected term (years) 5.0 Expected volatility 11.1 % Exercise price $ 11.50 Stock price $ 10.03 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. On November 22, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the Prospectus filed September 29, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of December 31, 2021, the Company classified the Public Warrants as Level 1. The estimated value of the Public Warrants and Private Placement Warrants transferred from a Level 3 measurement to a Level 1 measurement and Level 2 measurement, respectively from the initial measurement through December 31, 2021 was $9,856,706 as presented in the changes in fair value of Level 3 warrant liabilities table below. Private Warrant Placement Public Liabilities Fair value as of January 4, 2021 (inception) $ — $ — $ — Initial measurement on October 4, 2021 5,780,000 5,816,125 11,596,125 Change in fair value (867,000) (872,419) (1,739,419) Transfer to Level 1 — (4,943,706) (4,943,706) Transfer to Level 2 (4,913,000) — (4,913,000) Fair value as of December 31, 2021 $ — $ — $ — |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS On July 14, 2022, Barclays Capital Inc. (“ Barclays Barclays Termination Letter Barclays Engagement Letter Deferred Discount Underwriting Agreement BMO Investment Management Trust Agreement Upon the termination of the Barclays Engagement Letter, Barclays will cease to act for the Company and the Sponsor in connection with the Proposed Business Combination and will not be responsible for any part of any registration statement that Company, the Sponsor, Logflex MT Holding Limited, and/or Novibet (or any of their respective affiliates) has filed or may file in in the future in connection with the Proposed Business Combination or any other potential business combination transaction, including any amendments thereto or documents incorporated therein On July 19, 2022, BMO Capital Markets Corp. (“ BMO | NOTE 12. SUBSEQUENT EVENTS The Company evaluated events that have occurred after the balance sheet date up through the date the 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. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | 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 Reporting on Form 10-K as filed with the SEC on January 28, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | 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. 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. | 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. 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 | 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. | 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 and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period at the date of the financial statements. 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 | 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. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | 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 Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | 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, 2022 and December 31, 2021. | 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 December 31, 2021. |
Investments Held in Trust Account | 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. | 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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock 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 Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of June 30, 2022 and December 31, 2021, 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. | Class A Common Stock Subject to Possible Redemption All of the 20,125,000 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 Stock in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated 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. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of December 31, 2021, 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 sheet. 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 | 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. At June 30, 2022 and December 31, 2021, the Company’s net deferred income tax assets are deemed to be de minimus. 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, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. | 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. At December 31, 2021, deferred income tax assets are deemed to be de minimis. 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Net Income per Share of Common Stock | 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 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 and 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. The Company’s basic and diluted income/(loss) per share are calculated as follows: Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 3,614,039 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.18 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 903,510 $ (9,098) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.18 $ (0.00) For the period from Six Months Ended January 4, 2021 to June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 2,610,650 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.13 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 652,662 $ (10,694) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.13 $ (0.00) | Net Income per Share of Common Stock 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 and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is computed by dividing net income or loss by the weighted average number of common stock outstanding for the period. Net income is allocated to the Company’s Class A and 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. The Company’s basic and diluted income per share are calculated as follows: December 31, 2021 Redeemable Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 162,830 Denominator: Weighted Average Class A Common Stock, Basic and Diluted 4,947,859 Net income per share, Class A common stock, basic and diluted $ 0.03 Non-Redeemable Class B Common Stock Numerator: Net Loss allocable to Class B common stock $ 149,288 Denominator: Class B Common Stock, Basic and Diluted 4,536,343 Net income per share, Class B common stock, basic and diluted $ 0.03 |
Fair Value of Financial Instruments | 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. | 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 sheet, primarily due to their short-term nature. 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 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 | 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 $ 25,209,771 |
Warrant Liabilities | 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. | Warrant Liabilities The Company will account 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 | 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. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 effective January 4, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Reconciliation of Net Income/(Loss) per Common Share | Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 3,614,039 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.18 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 903,510 $ (9,098) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.18 $ (0.00) For the period from Six Months Ended January 4, 2021 to June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 2,610,650 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A, basic and diluted $ 0.13 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 652,662 $ (10,694) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 5,031,250 Net income/(loss) per share, Class B, basic and diluted $ 0.13 $ (0.00) | December 31, 2021 Redeemable Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 162,830 Denominator: Weighted Average Class A Common Stock, Basic and Diluted 4,947,859 Net income per share, Class A common stock, basic and diluted $ 0.03 Non-Redeemable Class B Common Stock Numerator: Net Loss allocable to Class B common stock $ 149,288 Denominator: Class B Common Stock, Basic and Diluted 4,536,343 Net income per share, Class B common stock, basic and diluted $ 0.03 |
CLASS A COMMON STOCK SUBJECT _5
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Summary of reconciliation of 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 $ 205,275,000 | 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 (10,897,232) Plus: Accretion of Class A common stock subject to possible redemption amount 20,738,357 Class A common stock subject to possible redemption $ 205,275,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant components of the Company's deferred tax assets | December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 272,783 Total deferred tax asset 272,783 Valuation allowance (272,783) Deferred tax asset, net of allowance $ — |
Income tax provision | The income tax provision consists of the following: December 31, 2021 Federal: Current $ — Deferred (272,783) State: Current $ — Deferred — Change in valuation allowance 272,783 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to the company effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % Tax effects of change in fair value of warrant liability (117.0) % Tax effects of transaction costs allocated to warrant liability 78.0 % Change in valuation allowance 18 % Income tax provision — % |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of Company's assets that are measured at fair value on a recurring basis | June 30, Description Level 2022 Assets: Investments held in Trust Account 1 $ 205,551,462 Liabilities: Warrant liability – Public Warrants 1 $ 905,624 Warrant liability – Private Placement Warrants 2 900,000 December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 $ 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 | December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements: October 4, 2021 Inputs (Initial Measurement) Risk-free rate 0.05 % Expected term (years) 5.0 Expected volatility 11.1 % Exercise price $ 11.50 Stock price $ 10.03 | |
Schedule of change in the fair value of the warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of January 4, 2021 (inception) $ — $ — $ — Initial measurement on October 4, 2021 5,780,000 5,816,125 11,596,125 Change in fair value (867,000) (872,419) (1,739,419) Transfer to Level 1 — (4,943,706) (4,943,706) Transfer to Level 2 (4,913,000) — (4,913,000) Fair value as of December 31, 2021 $ — $ — $ — |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended | |||||
Oct. 04, 2021 USD ($) $ / shares | Oct. 04, 2021 USD ($) $ / shares shares | Oct. 04, 2021 USD ($) item $ / shares | Oct. 04, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 13,020,000 | 13,020,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | |||||
Proceeds from issuance of units | 130,200,000 | 130,200,000 | |||||
Proceeds from issuance of Private Placement Warrants | 10,000,000 | ||||||
Deferred underwriting fee payable | 7,043,750 | 6,693,750 | |||||
Other offering costs | 13,158,021 | 13,158,021 | |||||
Cash held outside the Trust Account | $ 497,072 | 953,329 | |||||
Proceeds from Related Party Debt | $ 100,000 | 100,000 | |||||
Condition for future business combination number of businesses minimum | 1 | 1 | |||||
Payments for investment of cash in Trust Account | $ 205,275,000 | ||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | |||||
Redemption limit percentage without prior consent | 100 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |||||
Purchase price | $ / shares | $ 10 | ||||||
Number of shares no longer subject to forfeiture | shares | 656,250 | 656,250 | |||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 2,000,000 | 2,000,000 | |||||
Proceeds from issuance of Private Placement Warrants | $ 2,000,000 | $ 2,000,000 | |||||
Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price | $ / shares | $ 9.20 | $ 9.20 | |||||
Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,125,000 | ||||||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10.20 | $ 10.20 | $ 10.20 | |||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | |||||
Threshold Percentage Of Public Shares Subject To Redemption Without Company's Prior Written Consents | 15% | 15% | |||||
Proceeds from issuance initial public offering | $ 201,250,000 | ||||||
Transaction Costs | 25,559,771 | $ 25,559,771 | $ 25,559,771 | $ 25,559,771 | |||
Underwriting fees | 3,825,000 | 3,825,000 | 3,825,000 | 3,825,000 | |||
Deferred underwriting fee payable | 7,043,750 | 7,043,750 | 7,043,750 | 7,043,750 | |||
Other offering costs | 894,595 | $ 894,595 | $ 894,595 | $ 894,595 | $ 1,154,518 | $ 1,154,518 | |
Offering cost related to founder shares | 13,796,426 | ||||||
Offering cost related to equity | 13,158,020 | ||||||
Offering Cost | 638,407 | ||||||
Payments for investment of cash in Trust Account | $ 205,275,000 | ||||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 8,000,000 | 8,000,000 | |||||
Price of warrant | $ / shares | $ 1 | $ 1 | |||||
Proceeds from issuance of Private Placement Warrants | $ 8,000,000 | $ 8,000,000 | |||||
Private Placement | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 8,000,000 | 8,000,000 | |||||
Price of warrant | $ / shares | $ 1 | $ 1 | |||||
Proceeds from issuance of Private Placement Warrants | $ 8,000,000 | $ 8,000,000 | |||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,625,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | |||
Over-allotment option | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance of Private Placement Warrants | $ 2,000,000 | $ 2,000,000 | |||||
Sponsor | Class B Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sponsor forfeited common stock | shares | 1,618,434 | 1,618,434 | |||||
Stock sold | shares | 1,618,434 | 1,618,434 | |||||
Purchase price | $ / shares | $ 0.006 | $ 0.006 | |||||
Sponsor | Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,732,500 | 2,732,500 | |||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||||
Proceeds from issuance of units | $ 27,325,000 | $ 27,325,000 | |||||
Sponsor | Private Placement | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 2,000,000 | 2,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) D $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) D $ / shares shares | Oct. 04, 2021 USD ($) | |
Cash equivalents | $ 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | ||
Share Price | $ / shares | $ 10 | |||
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% | ||
Stock price trigger for redemption of public warrants | $ / shares | $ 9.20 | $ 9.20 | ||
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | |||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | ||
Offering costs | $ 71,134 | 548,505 | ||
Other offering costs | 13,158,021 | 13,158,021 | ||
Offering costs charged to temporary equity | 10,897,232 | 10,897,232 | ||
Initial Public Offering | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | 5,000,001 | 5,000,001 | ||
Offering costs | 25,559,771 | 25,209,771 | ||
Other offering costs | $ 1,154,518 | $ 1,154,518 | $ 894,595 | |
Public Warrants | ||||
Share Price | $ / shares | $ 9.20 | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | ||
Threshold consecutive trading days for redemption of public warrants | D | 20 | 20 | ||
Warrants expiration term | 5 years | 5 years | ||
Class A common stock subject to redemption | ||||
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | 20,125,000 | ||
Offering costs charged to temporary equity | $ (11,247,232) | $ (10,897,232) | ||
Class A common stock subject to redemption | Initial Public Offering | ||||
Ordinary shares, shares subject to possible redemption | shares | 20,125,000 | 20,125,000 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Share of Common Stock (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A Common Stock | |||||
Numerator: Net income (loss) allocable to Common Stock | $ 3,614,039 | $ 2,610,650 | $ 162,830 | ||
Weighted Average shares of Common Stock outstanding, basic | 20,125,000 | 20,125,000 | 4,947,859 | ||
Weighted Average shares of Common Stock outstanding, diluted | 20,125,000 | 20,125,000 | 4,947,859 | ||
Basic net income/(loss) per share | $ 0.18 | $ 0.13 | $ 0.03 | ||
Diluted net income/(loss) per share | $ 0.18 | $ 0.13 | $ 0.03 | ||
Class B Common Stock | |||||
Numerator: Net income (loss) allocable to Common Stock | $ 903,510 | $ (9,098) | $ 652,662 | $ (10,694) | $ 149,288 |
Weighted Average shares of Common Stock outstanding, basic | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 |
Weighted Average shares of Common Stock outstanding, diluted | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | 4,536,343 |
Basic net income/(loss) per share | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 |
Diluted net income/(loss) per share | $ 0.18 | $ 0 | $ 0.13 | $ 0 | $ 0.03 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Oct. 04, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 13,020,000 | 13,020,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,125,000 | ||
Purchase price, per unit | $ 10.20 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
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 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 2,625,000 | ||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 10,000,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 2,000,000 | 2,000,000 |
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,000,000 | 8,000,000 |
Price of warrants | $ 1 | $ 1 |
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,000,000 | 8,000,000 |
Price of warrants | $ 1 | $ 1 |
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 16, 2021 $ / shares shares | Jan. 05, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) D $ / shares | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||
Purchase price | $ / shares | $ 10 | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 13,796,426 | $ 13,796,426 | |||
Sponsor forfeited common stock | 1,618,434 | ||||
Stock sold | 1,618,434 | ||||
Purchase price | $ / shares | $ 0.006 | $ 8.54 | $ 8.54 | ||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
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 | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||
Stock sold | 1,618,434 | 4,312,500 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional Information (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 05, 2021 | |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 162,892 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Repayment of promissory note - related party | $ 162,892 | 162,892 | |||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | $ 30,000 | 60,000 | 30,000 | ||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||
Price of warrant | $ 1 | $ 1 | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Maximum number of demands for registration of securities | 3 | 3 |
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 |
Number of units issued | shares | 1,000,000 | |
Deferred underwriting fee payable | $ 7,043,750 | $ 6,693,750 |
Aggregate deferred underwriting fee payable | $ 7,043,750 | $ 6,693,750 |
WARRANT LIABILITIES (Details)_2
WARRANT LIABILITIES (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 D $ / shares shares | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | ||
Threshold period for filling registration statement after business combination | 15 days | 15 days |
Period of time within which registration statement is expected to become effective | 60 days | 60 days |
Share Price | $ 10 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% |
Stock price trigger for redemption of public warrants | $ 9.20 | $ 9.20 |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | $ | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | $ | 3 | |
Percentage of adjustment of redemption price of stock based on market value. | 180% | |
Stock price trigger for redemption of public warrants | $ 18 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | Warrants | ||
Warrants outstanding | shares | 20,062,500 | 20,062,500 |
Warrants expiration term | 5 years | 5 years |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | Public Warrants | ||
Warrants outstanding | shares | 10,062,500 | 10,062,500 |
Warrants exercisable term from the completion of business combination | 30 days | 30 days |
Warrants exercisable for cash | shares | 0 | |
Warrants expiration term | 5 years | 5 years |
Threshold consecutive trading days for redemption of public warrants | D | 20 | 20 |
Share Price | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60% | 60% |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 | |
Percentage of adjustment of redemption price of stock based on market value. | 180% | |
Stock price trigger for redemption of public warrants | $ 18 | |
CIK 0001839990 Artemis Strategic Investment Corp [Member] | Private Placement Warrants | ||
Warrants outstanding | shares | 10,000,000 | 10,000,000 |
CLASS A COMMON STOCK SUBJECT _6
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) Vote $ / shares shares | |
Temporary Equity [Line Items] | ||
Offering Costs allocated to Class A common stock subject to possible redemption | $ 10,897,232 | $ 10,897,232 |
Accretion of Class A common stock subject to possible redemption amount | $ 20,738,357 | |
Temporary equity, shares outstanding | shares | 20,125,000 | |
Class A Common Stock | ||
Temporary Equity [Line Items] | ||
Class A common stock subject to possible redemption | $ 205,275,000 | $ 205,275,000 |
Common shares, votes per share | Vote | 1 | 1 |
Class A common stock subject to redemption | ||
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 201,250,000 | $ 201,250,000 |
Fair Value of Public Warrants at Issuance | (5,816,125) | (5,816,125) |
Offering Costs allocated to Class A common stock subject to possible redemption | (11,247,232) | (10,897,232) |
Accretion of Class A common stock subject to possible redemption amount | 21,088,357 | 20,738,357 |
Class A common stock subject to possible redemption | $ 205,275,000 | $ 205,275,000 |
Temporary Equity, shares authorized | shares | 380,000,000 | 380,000,000 |
Common shares, votes per share | Vote | 1 | |
Temporary Equity, Par Value | $ / shares | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | shares | 20,125,000 | 20,125,000 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class of Stock [Line Items] | ||
Ordinary shares, shares subject to possible redemption | 20,125,000 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
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 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
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 | 1 |
Common shares, shares issued (in shares) | 5,031,250 | 5,031,250 |
Common shares, shares outstanding (in shares) | 5,031,250 | 5,031,250 |
Ratio to be applied to the stock in the conversion | 25 | 25 |
STOCKHOLDERS' DEFICIT - Warrant
STOCKHOLDERS' DEFICIT - Warrants (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Oct. 04, 2021 | Mar. 16, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Share Price | $ 10 | |||
Founder Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Shares subject to forfeiture | 1,618,434 | |||
Stock sold | 1,618,434 | |||
Share Price | $ 0.006 | $ 8.54 | $ 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 | 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 | Founder Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Shares subject to forfeiture | 1,618,434 | |||
Stock sold | 1,618,434 | |||
Share Price | $ 0.006 |
INCOME TAXES - Deferred tax (De
INCOME TAXES - Deferred tax (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | Dec. 31, 2021 USD ($) |
Deferred tax assets: | |
Organizational costs/Startup expenses | $ 272,783 |
Total deferred tax asset | 272,783 |
Valuation allowance | $ (272,783) |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Federal: | |
Deferred | $ (272,783) |
Change in valuation allowance | 272,783 |
Valuation allowance | $ 272,783 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Statutory federal income tax rate (in percent) | 21% |
Tax effects of change in fair value of warrant liability (in percent) | (117.00%) |
Tax effects of transaction costs allocated to warrant liability (in percent) | 78% |
Change in valuation allowance (in percent) | 18% |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 497,072 | |
Total assets | 205,551,462 | $ 205,284,883 |
Liabilities: | ||
Total liabilities | 9,856,706 | |
Level 1 | ||
Assets: | ||
Total assets | 205,551,462 | 205,284,883 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Total liabilities | 905,624 | 4,943,706 |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | 205,284,883 | |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Total liabilities | 4,943,706 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Total liabilities | $ 900,000 | 4,913,000 |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Total liabilities | $ 4,913,000 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - Level 3 | Oct. 04, 2021 |
Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0.05 |
Expected term | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 5 |
Expected volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.1 |
Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.50 |
Stock price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 10.03 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - CIK 0001839990 Artemis Strategic Investment Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Fair value measurement | ||
Fair value at Beginning | ||
Initial measurement on October 4, 2021 | 11,596,125 | |
Change in fair value | (1,739,419) | |
Fair value at end of period | ||
Warranty liability | 9,856,706 | |
Level 1 | ||
Fair value measurement | ||
Transfer to Level 1 and Level 2 | (4,943,706) | |
Level 2 | ||
Fair value measurement | ||
Transfer to Level 1 and Level 2 | (4,913,000) | |
Private Placement Warrants | ||
Fair value measurement | ||
Fair value at Beginning | ||
Initial measurement on October 4, 2021 | 5,780,000 | |
Change in fair value | (867,000) | |
Fair value at end of period | ||
Private Placement Warrants | Level 2 | ||
Fair value measurement | ||
Transfer to Level 1 and Level 2 | (4,913,000) | |
Warranty liability | 4,913,000 | $ 900,000 |
Public Warrants | ||
Fair value measurement | ||
Fair value at Beginning | ||
Initial measurement on October 4, 2021 | 5,816,125 | |
Change in fair value | (872,419) | |
Fair value at end of period | ||
Public Warrants | Level 1 | ||
Fair value measurement | ||
Transfer to Level 1 and Level 2 | (4,943,706) | |
Warranty liability | $ 4,943,706 | $ 905,624 |
COMBINED CARVE-OUT STATEMENTS O
COMBINED CARVE-OUT STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE INCOME - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
COMBINED CARVE-OUT STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE INCOME | ||
Revenue, net | € 117,219,691 | € 59,315,396 |
Cost of sales | (53,831,214) | (21,357,363) |
Gross profit | 63,388,477 | 37,958,033 |
Marketing expenses | (42,050,725) | (17,716,979) |
Operating expenses | (15,763,832) | (5,712,433) |
Other operating income and expenses | (133,910) | (101,720) |
Operating profit | 5,440,010 | 14,426,901 |
Net finance costs | (438,268) | (66,264) |
Profit before tax | 5,001,742 | 14,360,637 |
Income tax | (62,078) | |
Net profit for the year | 4,939,664 | 14,360,637 |
Other comprehensive income/(loss) | ||
Foreign currency translation adjustment | 870,178 | (520,180) |
Other comprehensive income/(loss) for the year | 870,178 | (520,180) |
Total comprehensive income for the year | 5,809,842 | 13,840,457 |
Net profit for the year attributable to: | ||
Equity holders of the parent | 4,940,968 | 14,360,637 |
Non-controlling interests | (1,304) | |
Net profit for the year | 4,939,664 | 14,360,637 |
Total comprehensive income for the year attributable to: | ||
Equity holders of the parent | 5,811,146 | 13,840,457 |
Non-controlling interests | (1,304) | |
Total comprehensive income for the year | € 5,809,842 | € 13,840,457 |
COMBINED CARVE-OUT STATEMENTS_2
COMBINED CARVE-OUT STATEMENTS OF FINANCIAL POSITION - EUR (€) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Non-current assets | |||
Property, plant and equipment, net | € 188,861 | € 34,328 | |
Right-of-use assets | 1,367,235 | 173,100 | |
Intangible assets, net | 8,895,834 | 2,182,825 | € 1,028,223 |
Financial assets at fair value through other comprehensive income | 258,566 | ||
Total Non-current assets | 10,451,930 | 2,648,819 | 1,028,223 |
Current assets | |||
Trade and other receivables, net | 13,950,742 | 2,678,278 | 1,603,052 |
Receivables from related parties | 4,629,896 | 10,018,139 | 2,764,200 |
Other assets | 542,061 | 645,838 | 253,947 |
Restricted Cash | 1,000,000 | ||
Cash. | 13,970,680 | 6,369,661 | 1,136,716 |
Total current assets | 34,093,379 | 19,711,916 | 5,757,915 |
Total assets | 44,545,309 | 22,360,735 | 6,786,138 |
Deficit | |||
Share capital | 1,200 | 1,200 | 1,200 |
Other reserves | (31,681,893) | (21,203,044) | (5,847,094) |
Retained earnings | 24,440,643 | 19,499,675 | 5,139,038 |
Total | (7,240,050) | (1,702,169) | (706,856) |
Other equity | |||
Advances from shareholders | 748,380 | 748,380 | 548,380 |
Total Deficit before non-controlling interests | (6,491,670) | (953,789) | (158,476) |
Non-controlling interests | (1,824) | ||
Total Deficit | (6,493,494) | (953,789) | (158,476) |
Non-current liabilities | |||
Lease liabilities | 1,202,045 | 144,265 | |
Trade and other payables | 2,500,000 | ||
Payable to related parties | 7,000,000 | ||
Provisions for other liabilities and charges | 4,268 | ||
Total Non-current liabilities | 10,706,313 | 144,265 | |
Current liabilities | |||
Trade and other payables | 29,254,387 | 15,124,028 | 3,661,321 |
Payables to related parties | 10,841,214 | 8,017,396 | 3,283,293 |
Lease liabilities | 183,742 | 28,835 | |
Current tax liabilities | 53,147 | ||
Total Current liabilities | 40,332,490 | 23,170,259 | 6,944,614 |
Total liabilities | 51,038,803 | 23,314,524 | 6,944,614 |
Total deficit and liabilities | € 44,545,309 | € 22,360,735 | € 6,786,138 |
COMBINED CARVE-OUT STATEMENTS_3
COMBINED CARVE-OUT STATEMENTS OF CHANGES IN DEFICIT - EUR (€) | Total deficit before non-controlling interests | Share capital and premium | Other equity Advances from shareholders | Other reserves. | Retained earnings. | Non-controlling interests. | Total |
Balance at beginning at Dec. 31, 2019 | € (158,476) | € 1,200 | € 548,380 | € (5,847,094) | € 5,139,038 | € (158,476) | |
Comprehensive income | |||||||
Net profit (loss) for the year | 14,360,637 | 14,360,637 | 14,360,637 | ||||
Foreign currency translation adjustment | (520,180) | (520,180) | (520,180) | ||||
Total comprehensive income/(loss) for the year | 13,840,457 | (520,180) | 14,360,637 | 13,840,457 | |||
Transactions with owners | |||||||
Dividends | (40,616,470) | (40,616,470) | (40,616,470) | ||||
Contribution for the year | 200,000 | 200,000 | 200,000 | ||||
Total transactions with owners | (40,416,470) | 200,000 | (40,616,470) | (40,416,470) | |||
Other movements | |||||||
Parent Investment-Carve Out Adjustment | 25,780,700 | 25,780,700 | 25,780,700 | ||||
Balance at ending at Dec. 31, 2020 | (953,789) | 1,200 | 748,380 | (21,203,044) | 19,499,675 | (953,789) | |
Comprehensive income | |||||||
Net profit (loss) for the year | 4,940,968 | 4,940,968 | € (1,304) | 4,939,664 | |||
Foreign currency translation adjustment | 870,178 | 870,178 | 870,178 | ||||
Total comprehensive income/(loss) for the year | 5,809,842 | ||||||
Total comprehensive income/(loss) for the year | 5,811,146 | 870,178 | 4,940,968 | (1,304) | 5,809,842 | ||
Transactions with owners | |||||||
Dividends | (18,730,378) | (18,730,378) | (18,730,378) | ||||
Total transactions with owners | (18,730,378) | (18,730,378) | (18,730,378) | ||||
Other movements | |||||||
Acquisition of subsidiary | (500,000) | (500,000) | |||||
Parent Investment-Carve Out Adjustment | 7,881,351 | 7,881,351 | 7,881,351 | ||||
Acquisition of subsidiary with NCI | (520) | (520) | |||||
Balance at ending at Dec. 31, 2021 | € (6,491,670) | € 1,200 | € 748,380 | € (31,681,893) | € 24,440,643 | € (1,824) | € (6,493,494) |
COMBINED CARVE-OUT STATEMENTS_4
COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Cash generated from operations | € 8,368,533 | € 25,365,457 |
Interest received | (80) | |
Tax paid | (8,931) | |
Net cash inflow from operating activities | 8,359,602 | 25,365,377 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for purchase of intangible assets | (5,112,858) | (1,862,674) |
Payment for purchase of property, plant and equipment | (243,830) | (44,945) |
Payment for purchase of investments | (261,359) | |
Acquisition of subsidiary, net cash outflow on acquisition | 149,739 | |
Proceeds from sale of investments at fair value through other comprehensive income | 270,185 | |
Interest received | 74 | 80 |
Net cash inflow/(outflow) from investing activities | (4,936,690) | (2,168,898) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from shareholders | 200,000 | |
Payments of leases liabilities | (91,150) | |
Interest paid | (15,936) | |
Dividends paid | (17,953,582) | (40,616,470) |
Parent Investment-carve out adjustment | 7,881,351 | 25,780,700 |
Financing due to/from related party | 14,950,519 | (2,622,128) |
Net cash inflow (outflow) from financing activities | 4,771,203 | (17,257,898) |
Net increase/(decrease) in cash | 8,194,115 | 5,938,581 |
Cash at beginning of the year | 6,369,661 | 1,136,716 |
Effect of exchange rate fluctuations on cash held | 328,163 | (525,946) |
Impairment charge-cash | 78,741 | (179,690) |
Cash at end of the year | 14,970,680 | 6,369,661 |
Non-cash investing and financing activities: | ||
Recognition of Right of Use Asset and Lease Liability | 1,159,781 | € 173,100 |
Recognition of License intangible asset and License liability | 3,750,000 | |
Non-cash acquisition of subsidiary | € 500,000 |
Incorporation and principal act
Incorporation and principal activities | 12 Months Ended |
Dec. 31, 2021 | |
Incorporation and principal activities | |
Incorporation and principal activities | 1. Incorporation and principal activities General information Logflex MT Holding Ltd (the “Company”) was incorporated in Malta on October 27, 2016 as a private limited liability company under the Companies Act, Cap. 386 of the Laws of Malta. Its registered office is at 170, Pater House, Level 1 (Suite A191), Psaila Street, Birkirkara BKR 9077, Malta. The Novibet Business (the “Business”) represents the principal activities of the Company, through the operations of its online casino and sportsbook betting related to Novigroup Ltd, Logflex MT Ltd, Iflex Ltd and Gamart Ltd entities. The Business provides these online gaming and betting services to its customers in various jurisdictions throughout Europe, in which the Company holds licenses Prior to its reorganization which started in December 2020, the Company was owned by Sendross Ltd (the “Sendross Group”) which carried out the operations of the Business. On February 12, 2021 Komisium Ltd became the parent company of Logflex MT Holding Ltd as part of the second phase of the reorganization process, Komisium Ltd acquired Novigroup Ltd from Sendross Ltd for €500,000 and on the same day, Logflex MT Holding Ltd acquired Novigroup Ltd from Komisium Ltd for €500,000 and all the rights of the internally generated software with a carrying value of €2,638,945 from Sendross Group for €1,200 . On the same day Komisium Ltd acquired from Sendross Ltd Logflex Ltd for €200,000 which is not part of the combined financial statements. On April 14, 2021, Logflex MT Holding Ltd acquired 99% of Dicapl LP, a company incorporated in Greece for €1,980 The Group consisting of Logflex MT Holding Ltd and its subsidiaries, Abraserve Ltd, Iflex Ltd, Logflex Mt Ltd, Afriflex Ltd, Novigroup Ltd and Gamart Ltd, Novibet USA Inc., Opixa Ltd, Orivus Ltd, Dicapl LP and the carve-out operations of Gaming Synergies Ltd (collectively, referred to as the “Group”) historically operated as part of Sendross Group and not as a separate stand-alone entity or group. In preparing these combined financial statements the activities specifically to Gaming Synergies Ltd were carved out based on the operations specific to Logflex MT Holding Ltd as part of the reorganization These financial statements are combined financial statements of Logflex MT Holding Ltd together with its subsidiaries, including the operations that have been carved out and consist of: 2021 2020 Percentage Percentage Country of incorporation ownership held ownership held Abraserve Ltd Malta 100 % 100 % Iflex Ltd Malta 100 % 100 % Logflex MT Ltd Malta 100 % 100 % Afriflex Ltd Malta 100 % 100 % Novigroup Ltd Isle of Man 100 % 100 % Gamart Ltd Malta 100 % 100 % Novibet USA Inc. USA 100 % — % Opixa Ltd Malta 100 % — % Orivus Ltd Malta 100 % 100 % Dicapl LP Greece 99 % — % Gaming Synergies Ltd Malta * * * Related to the company that was not included in the carve out of which its related expenses were allocated to the Business up to December 31, 2021. Gaming Synergies Ltd is an entity owned by Sendross Group and its related expenses were direct costs, marketing expenses and administrative expenses. This arrangement was terminated on December 31, 2021 |
Summary of significant accou_11
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies. | |
Summary of significant accounting policies | 2. Summary of significant accounting policies The combined carve-out financial statements of the Group have been prepared in accordance with, and are in compliance with, International Financial Reporting Standards (“IFRS”) and its interpretations as issued by the International Accounting Standards Board (“IASB”). References to IFRS hereafter should be construed as references to IFRS as issued by the IASB. The principal accounting policies adopted in the preparation of these combined carve-out financial statements are set out below. These policies have been consistently applied to all years presented in these combined carve-out financial statements unless otherwise stated Basis of preparation The combined carve-out financial statements of the Group have been prepared on a carve-out basis, to represent the financial position and performance of the Group as if the Group had existed on a stand-alone basis for each of the years ended December 31, 2021 and 2020 for the combined carve-out statements of profit or loss and comprehensive income, financial position, changes in deficit and cash flows. However, the combined carve-out financial statements are not necessarily indicative of the results that would have occurred if the Group had been a stand-alone entity during the period presented The combined carve-out financial statements, are presented in Euro and have been prepared under the historical cost convention. The preparation of combined financial statements in accordance with IFRS requires the use of critical accounting estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, income and expenses. It also requires management to exercise judgment in the process of applying accounting policies, which have been applied consistently through the combined financial statements of the Group. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. These estimates, assumptions and judgments were historically deemed to be reasonable and prudent. However, actual outcomes may differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements, are discussed in the critical accounting estimates, assumptions and judgments. The combined carve-out financial statements have been prepared by aggregating the financial information from the entities as described in note 1, together with assets, liabilities, income and expenses that management has determined are specifically attributable to the Group including related party borrowings, and direct and indirect costs and expenses related to the operations of the Group. The following summarizes the principles applied in preparing the combined carve-out financial statements: Controlled companies that are part of the Group have been included in the combined carve-out financial statements, as further described in note 1. All intercompany balances, investments in subsidiaries and share capital within the Group have been eliminated upon combination in the combined carve-out financial statements. For the purposes of the preparation of these combined carve-out financial statements, corporate center costs which were allocated by entities outside the Group and therefore contained within the results of the Group have been included in cost of sales, marketing and administration expenses. The support provided to the Group included stewardship by senior management personnel and functional support in terms of typical corporate areas such as finance, legal and risk, in addition to, discrete support which was provided from centralized management activities such as HR, Sustainability and IT. The costs of €7,881,351 and €25,780,700 were included within cost of sales, marketing and administration expenses for the years ended December 31, 2021 and 2020, respectively. The settlement of these costs was recorded within other reserves. 2. Summary of significant accounting policies (continued) Any cash balances reflected on the combined carve-out financial statements are legally owned by the Group. The directors of the Group are responsible for preparing the combined carve-out financial statements on a carve-out basis in accordance with IFRS as adopted by the IASB and for being satisfied that they present fairly, in all material respects, the financial position and performance of the Group as if the Group had existed on a stand-alone basis for each of the years ended December 31, 2021 and 2020 for the combined statements of profit or loss and comprehensive income, financial position, changes in deficit and cash flows. In preparing these combined carve-out financial statements, the Directors are required to: ● select suitable accounting policies and then apply them consistently; ● make judgements and estimates that are reasonable and prudent; ● state that the combined carve-out financial statements comply with IFRS as adopted by the IASB; ● prepare the combined carve-out financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors confirm that they have complied with the above requirements in preparing the combined carve-out financial statements. Reclassification of prior year’s financial statements As of 31 December 2021, the Group decided to change the presentation of the combined carve-out statement of profit or loss in a manner that allows for a further understanding of the underlying financial performance of the Group. As a result, gaming duties of €2,302,308 that have been previously recognized in Net Revenue are now presented as part of Cost of Sales. Cloud services expenses of €686,944 and consultancy fees of €670,649 that have been previously classified in Cost of Sales are now presented in Operating expenses. The overall effect in Net Profit is Nil. Basis of combination (i) Controlled companies: The companies included in these combined carve-out financial statements are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The acquisition method of accounting is used to account for the acquisition of controlled companies. The cost of an acquisition is the consideration given in exchange for control of the identifiable assets, liabilities and contingent liabilities of the acquired legal entities. Directly attributable transaction costs are expensed and included as exceptional items within sales, general and administration expenses. The acquired net assets are initially measured at fair value. (ii) Transactions eliminated on combination: Transactions, balances and unrealized gains or losses on transactions between the controlled companies are eliminated on combination. The accounting policies of the controlled companies have been changed where necessary to ensure consistency with the policies adopted by the Group. 2. Summary of significant accounting policies (continued) Basis of Going Concern The combined carve-out financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Group is required to evaluate whether there are any material uncertainties related to events or conditions that may cast significant doubt about the Group ’ ’ ’ The Board of Directors have assessed the financial risks facing the business, including macroeconomic events as outlined in Notes 4 and 32, and compared this risk assessment to the net current asset position. The Directors have also reviewed the payables to related parties and obtained approval for the extension of their due dates, which resulted in € Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that: ● deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; ● liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and ● assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. 2. Summary of significant accounting policies (continued) Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss. When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e., the date when the Group obtains control) and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. On April 14, 2021, Logflex MT Holding Ltd acquired 99% of Dicapl LP, a company incorporated in Greece for €1,980. At the date of the acquisition Dicapl LP had net liabilities of €51,925 and the Group recognised a Goodwill of €53,385 which was subsequently impaired. The fair value of the identifiable assets and liabilities as of the date of acquisition was: € Assets Right-of-use assets 149,359 Trade and other receivables 19,134 Cash and cash and equivalents 151,718 Liabilities Lease liability (151,139) Trade and other payables (220,997) Net liabilities acquired at fair value (51,925) Non-Controlling Interest 520 Goodwill arising on acquisition 53,385 Purchase consideration 1,980 2. Summary of significant accounting policies (continued) Foreign currency (i) Functional and presentation currency Items included in the Group’s combined carve-out financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The combined carve-out financial statements are presented in Euro (€) which is the Group’s functional and presentation currency, with the exception of Novigroup Ltd, the functional currency of which is in British pounds. (ii) Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. (iii) Financial statements of foreign operations The assets and liabilities of foreign operations held by the Group are translated into Euro at foreign exchange rates ruling at the reporting date. The revenue and expenses of foreign operations are translated to Euro at average exchange rates for the year. Revenue Recognition and measurement Revenue consists of income from online activities. Revenue is recognized in the accounting periods in which the performance obligations associated with the transactions are satisfied after the deduction of certain promotional bonuses granted to customers and after adding the fees and charges applied to customer accounts and is measured at fair value of the consideration received or receivable. The Group’s income from Gaming and Sports activities does not fall within the scope of IFRS 15 (Revenue from Contracts with Customers). Income from these online activities is disclosed as revenue although these are accounted for and meet the definition of a gain under IFRS 9 (Financial Instruments). Revenue from online activities comprises: (i) Gaming Revenue — IFRS 9 (Financial Instruments) Gaming Revenue is represented by the difference between the amounts of bets placed by customers less amounts won, adjusted for the fair value of certain promotional bonuses granted to customers. (ii) Sports Revenue — IFRS 9 (Financial Instruments) Sports revenue comprises bets placed less pay-outs to customers, adjusted for the fair value of open betting positions and the fair value of bonuses and promotions. 2. Summary of significant accounting policies (continued) Operating segments IFRS 8 defines an operating segment as a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Gaming Revenue and Sports Revenue activities have been aggregated into a single operating segment taking into account the following factors: ● The operating segments have similar economic characteristics ● The method used to generate the revenue is the same ● Discrete financial information is not available ● Their separate operating results are not regularly monitored Cost of sales Cost of sales consists primarily of gaming duties, gaming license fees, payment service providers’ commissions, chargebacks and commission payable to third parties, all of which are recognized on an accrual basis. Net Finance Cost Net finance cost includes interest income recognized on a time-proportion basis using the effective interest method. Interest expense and other borrowing costs are charged to profit or loss as incurred. Net finance cost also includes bank charges and foreign exchange transaction gains and losses. Income taxes Current and deferred income taxes are recognized in the statement of income, except when it relates to a business combination, or items recognized in equity or in other comprehensive income Current income tax Current income tax is the expected income tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to income tax payable in respect of previous years. Deferred income tax Deferred income tax is provided using the liability method for temporary differences at the reporting date between the income tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax is measured using enacted or substantively enacted income tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset is recognized for unused income tax losses and credits to the extent that it is probable that future taxable income will be available against which they can be utilized. 2. Summary of significant accounting policies (continued) The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered. Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred tax relates to the same taxable entity and the same taxation authority. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Dividends Dividend distributions to the Group’s shareholders are recognized in the Group’s financial statements in the year in which they are approved by the Group’s shareholders. Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. Estimated useful life Furniture, fixtures 10 years Office equipment 4 years The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount. Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. 2. Summary of significant accounting policies (continued) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortized. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized. Internally-generated intangible assets Expenditure incurred on development activities of the gaming platform is capitalized only when the expenditure will lead to new or substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has sufficient resources to complete development. All other development expenditure is expensed. Subsequent expenditure on intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. Internally-generated intangible assets are amortized on a straight-line basis over their estimated useful lives of 3 years Licenses Licenses comprise of online gaming licenses which are measured initially at purchase cost and are amortized on a straight-line basis over their estimated useful lives The Greek online gaming licenses are amortized using the straight-line method over their useful lives, of 7 years Computer software Costs that are directly associated with identifiable and unique computer software products controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year are recognized as intangible assets. Subsequently computer software is carried at cost less any accumulated amortization and any accumulated impairment losses. Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is recognized as a capital improvement and added to the original cost of the computer software. Costs associated with maintenance of computer software programs are recognized as an expense when incurred. 2. Summary of significant accounting policies (continued) Computer software costs are amortized using the straight-line method over their useful lives, of 4 years. Amortization commences when the computer software is available for use Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: ● the contract involves the use of an identified asset — this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; ● the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and ● the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either: ● the Group has the right to operate the asset; or ● the Group designed the asset in a way that predetermines how and for what purpose it will be used. At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Group as lessee The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. 2. Summary of significant accounting policies (continued) Lease payments included in the measurement of the lease liability comprise the following: ● fixed payments, including in-substance fixed payments; ● variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; ● amounts expected to be payable under a residual value guarantee; and ● the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The lease liabilities are presented separately in the combined statements of financial position. The Group has elected not to recognize the right of use assets and lease liabilities for short term leases that have a lease term of 12 months or less. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Impairment of non-financial assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Other assets that are subject to depreciation or amortization and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Any charge or reversal of previous impairments is taken to the combined carve-out statement of profit or loss and comprehensive income. Investments Financial assets — Classification The Group classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through Other Comprehensive Income (“OCI”) or through profit or loss), and ● those to be measured at amortized cost. 2. Summary of significant accounting policies (continued) The classification and subsequent measurement of debt financial assets depends on: (i) the Group’s business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at fair value through other comprehensive income (“FVOCI”) or at fair value through profit or loss (“FVTPL”) if doing so eliminates or |
Recent accounting pronouncement
Recent accounting pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Recent accounting pronouncements | |
Recent accounting pronouncements | 3. Recent accounting pronouncements For the periods ended December 31, 2021, 2020 and 2019, the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on January 1, 2019. This adoption did not have a material effect on the accounting policies of the Group with the exception of the following: (i) IFRS 16 “Leases” The Group has adopted IFRS 16 Leases from 1 January 2019. IFRS 16 requires lessees to recognize right-of-use assets and lease liabilities for most leases. A contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. 3. Recent accounting pronouncements (continued) Right-of-use assets are initially measured at cost and depreciated by the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The cost of right-of-use assets comprises initial measurement of the lease liabilities, any lease payments made before or at the commencement date and initial direct costs. Right-of-use assets are also subject to impairment losses and adjusted for any remeasurement of lease liabilities. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. (ii) Interest Rate Benchmark Reform — Phase 2 In August 2020, the IASB issued Interest Rate Benchmark Reform — Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16). These amendments address issues that might affect financial reporting after the reform of an interest rate benchmark, including its replacement with alternative benchmark rates. The amendments are effective for annual periods beginning on or after January 1, 2021, with earlier application permitted. The adoption of these amendments did not have an impact on the Group’s financial statements. (iii) Amendments to IFRS 16 — COVID-19 Related Rent Concessions The amendments introduce an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of COVID-19. A lessee that applies the practical expedient is not required to assess whether eligible rent concessions are lease modifications, and accounts for them in accordance with other applicable guidance. The resulting accounting will depend on the details of the rent concession. The amendments are effective for annual periods beginning on or after June 1, 2020 with earlier application permitted. The adoption of these amendments did not have an impact on the Group’s financial statements. |
Financial risk management
Financial risk management | 12 Months Ended |
Dec. 31, 2021 | |
Financial risk management | |
Financial risk management | 4. Financial risk management Financial risk factors The Group is exposed to liquidity risk, currency risk, regulatory risk, data protection risk and reputation risk arising its general business operations. The risk management policies employed by the Group to manage these risks are discussed below: 4.1 Liquidity risk The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which are predominantly comprised of trade and other payables and payables to related parties (Notes 26, 29.6 and 29.7). Prudent liquidity risk management includes maintaining sufficient cash to ensure the availability of adequate funding to meet the Group’s obligations when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation. Management monitors liquidity risk by continual observation of cash inflows and outflows. To improve the net cash inflows and maintain cash balances at a specified level, management ensures that no additional financing facilities are expected to be required over the coming year. In this respect, management does not consider liquidity risk to the Group as significant when taking into account the liquidity management process referred to above. 4. Financial risk management (continued) The following tables summarize the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Less than Between More than 1 year 1 and 2 years 2 years Total € € € € As of December 31, 2021 Trade and other payables 29,254,387 1,250,000 1,250,000 31,754,387 Payables to related parties 10,841,214 7,000,000 — 17,841,214 Lease liabilities 183,742 183,742 1,018,303 1,385,787 Provisions of other liabilities — — 4,268 4,268 Current tax liabilities 53,147 — — 53,147 Total 40,332,490 8,433,742 2,272,571 51,038,803 4.2 Currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Group’s measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Sterling Pound and the Euro. The Group’s Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The following significant exchange rates have been applied during the year: Average rate Year-end spot rate 2021 2020 2021 2020 2019 Euro € € € € € 1 Sterling Pound 1.1628 1.1248 1.1898 1.1128 1.1755 4.3 Regulatory risk The regulatory framework of online gaming is dynamic and complex and changes om the regulatory regime can have a material adverse effect on business volume and financial performance in that jurisdiction. The Group’s Management obtains frequent and routine updates regarding the changes in the law in the jurisdictions of interest. 4.4 Data Protection risk The Group processes a large quantity of personal customer data, including sensitive data such as name, address, age, bank details and gaming/betting history. Such data could be wrongfully accessed or used by employees, customers, suppliers or third parties, or lost, disclosed or improperly processed in breach of data protection regulations. In particular, the European General Data Protection Regulation (“GDPR”) entered into force in May 2018, having a significant effect on the Group’s privacy and data protection practices, as it introduced various changes to how personal information should be collected, maintained, processed and secured. Non-compliance with the GDPR may result in fines and the Group could also be subject to private litigation and loss of customer goodwill and confidence. The Group has procedures and policies in place with the object of minimizing such risk and losses. 4.5 Reputation risk The risk of loss of reputation arising from the negative publicity relating to the Group’s operations (whether true or false) may result in a reduction of its clientele, reduction in revenue and legal cases against the Group. The Group applies procedures to minimize this risk. |
Critical accounting estimates a
Critical accounting estimates and judgments | 12 Months Ended |
Dec. 31, 2021 | |
Critical accounting estimates and judgments | |
Critical accounting estimates and judgments | 5. Critical accounting estimates and judgments The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group’s accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical judgements in applying the Group’s accounting policies ● Internally generated intangible assets Costs relating to internally generated intangible assets, are capitalized if the criteria for recognition as assets are met. The initial capitalization of costs is based on management’s judgement that technological and economic feasibility criteria are met. In making this judgement, management considers the progress made in each development project and its latest forecasts for each project. Other expenditure is charged to the consolidated statement of profit or loss in the year in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. ● Income taxes Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. ● Impairment of intangible assets Intangible assets are initially recorded at acquisition cost and are amortized on a straight-line basis over their useful economic life. Intangible assets that are acquired through a business combination are initially recorded at fair value at the date of acquisition. Indefinite-lived intangible assets are reviewed for impairment at least once per year and definite-lived intangible assets are evaluated upon the occurrence of a triggering event. The impairment test is performed using the discounted cash flows expected to be generated through the use of the intangible assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Group estimates the recoverable amount of the cash generating unit in which the asset belongs to. |
Revenue, net
Revenue, net | 12 Months Ended |
Dec. 31, 2021 | |
Revenue, net | |
Revenue, net | 6. Revenue, net 2021 2020 € € Sportsbook and Gaming revenue 117,219,691 59,315,396 117,219,691 59,315,396 The Gross Gaming revenue represented approximately 67.91% and 70.85% of the total gross revenue for the years ended December 31, 2021 and 2020 respectively. The Gross Sportsbook revenue represented approximately 32.09% and 29.15% of the total gross revenue for the years ended December 31, 2021 and 2020 respectively. Disaggregation of revenue by jurisdiction: 2021 2020 Within European Union 82.67 % 82.25 % Outside European Union 17.33 % 17.75 % |
Marketing expenses
Marketing expenses | 12 Months Ended |
Dec. 31, 2021 | |
Marketing expenses | |
Marketing expenses | 7. Marketing expenses 2021 2020 € € Marketing expenses 42,050,725 17,716,979 42,050,725 17,716,979 Marketing expenses consist primarily of expenses associated with advertising and include among others certain incentives provided to players. |
Other operating income and expe
Other operating income and expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other operating income and expenses | |
Other operating income and expenses | 8. Other operating income and expenses 2021 2020 € € Impairment charge – intangible assets 53,385 — Impairment charge (reversal) – receivables from payment service providers (“PSP”) 482,809 (237) Impairment charge (reversal) – 10,000 (77,733) Impairment charge (reversal) on cash and cash equivalents (78,741) 179,690 Other operating income (333,543) — 133,910 101,720 |
Staff costs
Staff costs | 12 Months Ended |
Dec. 31, 2021 | |
Staff costs | |
Staff costs | 9. Staff costs 2021 2020 € € Wages and employee compensation 6,573,278 2,725,801 Social security costs 689,882 7,776 7,263,160 2,733,577 |
Net finance cost
Net finance cost | 12 Months Ended |
Dec. 31, 2021 | |
Net finance cost | |
Net finance cost | 10. Net finance cost 2021 2020 € € Interest income 74 80 Finance income 74 80 Net foreign exchange transaction gains (losses) (342,981) 68,916 Interest expense on lease liabilities (15,936) — Sundry finance expenses (79,425) (135,260) Finance costs (438,342) (66,344) Net finance cost (438,268) (66,264) |
Income taxes_2
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Income taxes | 11. Income taxes The Corporate taxation expense for the Group for the year ended December 31, 2021 was €62,078 and consists of €44,372 income tax payable from Abraserve Greece and €17,706 from Dicapl. The Corporate taxation expense for the Group for the year ended December 31, 2020 was zero. The only revenue producing companies in the Group were Novigroup Ltd, Gamart Ltd, Iflex Ltd and Logflex MT Ltd. During the year December 31, 2021 Novigroup Ltd had taxable income and Gamart Ltd, Iflex Ltd and Logflex MT Ltd had taxable loss. Novigroup Ltd was incorporated in Isle of Man, where the standard rate of corporate income tax for its activity was 0%. Gamart Ltd, Iflex Ltd and Logflex MT Ltd are incorporated in Malta, where the standard rate of corporate income tax is 35% and it is subject to a refund up to 30% to the parent company under certain conditions. From August 5, 2021 onwards the corporate profits of Gamart Ltd, are subject to tax initially in Greece at a rate of 22% and this is offset against the 35% tax in Malta. 2021 2020 € € Income tax charge for the year 62,078 — Tax rate reconciliation The tax on the Group’s profit before tax differs from theoretical amount that would arise using the applicable tax rates as follows: 2021 2020 € € Accounting Profit before tax 5,001,742 14,360,637 Tax using Corporation Domestic Tax Rate, at 35% 1,750,610 5,026,223 Non-deductible (taxable) items — 163,096 Permanent differences 260,816 — Effect of foreign tax rates (18,254,105) (14,883,389) Change in Allowance of the Deferred Tax Asset 13,071,131 908,830 Tax effect of combined carve-out basis of preparation 3,191,887 8,714,148 Other items 41,739 71,092 Income tax charge for the year 62,078 — “Permanent differences” in 2021 mainly includes the effect of the income tax in relation to expenses non-allowable for deduction for tax purposes. 11. Income taxes (continued) “Effect of foreign tax rates” in 2021 include the effect of the foreign tax rates in Greece ( 22% ) and Isle of Man ( 0% ) in comparison to Malta ( 35% ). “Change in Allowance of the Deferred Tax Asset” reflects the impairment of the Deferred Tax Asset recognized during the year. “Tax effect of combined carve-out basis of preparation” comprise of the Novibet related expenses which have been carved-in and other combination adjustments which are not deductible for tax purposes. |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2021 | |
Dividends | |
Dividends | 12. Dividends 2021 2020 2019 € € € Dividend paid 18,730,378 40,616,470 25,860,340 18,730,378 40,616,470 25,860,340 On February 11, 2021 Novigroup Ltd at its Annual General Meeting declared the payment of an interim dividend of €18,730,378 (December 31, 2020: €40,616,470, December 31, 2019: €25,860,340) to Sendross Ltd which is not part of the Combined Financial Statements as described in note 1. The dividend was offset against the receivable from Sendross Ltd. As a result, the dividend was not eliminated as part of the intragroup eliminations and in accordance with IFRS 10 (Consolidated Financial Statements) and was recorded in other reserves. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment. | |
Property, plant and equipment | 13. Property, plant and equipment Total € Cost Balance at December 31, 2019/ January 1, 2020 — Additions 44,945 Balance at December 31, 2020 44,945 Balance at December 31, 2020 / January 1, 2021 44,945 Additions 243,830 Balance at December 31, 2021 288,775 Depreciation Balance at December 31, 2019/ January 1, 2020 — Charge for the year 10,617 Balance at December 31, 2020 10,617 Balance at December 31, 2020 / January 1, 2021 10,617 Depreciation for the year 89,297 Balance at December 31, 2021 99,914 Net book amount Balance at December 31, 2021 188,861 Balance at December 31, 2020 34,328 Balance at December 31, 2019 — |
Right-of-use assets
Right-of-use assets | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use assets. | |
Right-of-use assets | 14. Right-of-use assets Total € Cost Balance at December 31, 2019/ January 1, 2020 — Additions 173,100 Balance at December 31, 2020 / January 1, 2021 173,100 Acquisition through business combination 142,012 Additions 1,159,781 Balance at December 31, 2021 1,474,893 Depreciation Balance at December 31, 2019/ January 1, 2020 — Charge for the year 107,658 Balance at December 31, 2021 107,658 Net book amount Balance at December 31, 2021 1,367,235 Balance at December 31, 2020 173,100 Balance at December 31, 2019 — The Group leases several assets including buildings and equipment. The average lease term is 8.77 years (2020: 6.08 years). Amounts recognized in profit and loss: 2021 2020 2019 € € € Depreciation expense on right‑of‑use assets (107,658) — — Interest expense on lease liabilities (15,936) — — (123,594) — — |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets | |
Intangible assets | 15. Intangible assets Internally Other Computer generated intangible Goodwill software software Licenses assets Total € € € € € € Cost Balance at December 31, 2019/ January 1, 2020 — 70,500 1,260,355 — 25,000 1,355,855 Additions — 48,299 1,814,375 — — 1,862,674 Balance at December 31, 2020/ January 1, 2021 — 118,799 3,074,730 — 25,000 3,218,529 Additions 53,385 — 3,841,858 5,000,000 21,000 8,916,243 Impairment charge (53,385) — — — — (53,385) Balance at December 31, 2021 — 118,799 6,916,588 5,000,000 46,000 12,081,387 Amortization Balance at December 31, 2019/ January 1, 2020 — 35,250 292,382 — — 327,632 Amortization for the year — 29,700 678,372 — — 708,072 Balance at December 31, 2020/ January 1, 2021 — 64,950 970,754 — — 1,035,704 Amortization for the year — 29,700 1,733,215 383,712 3,222 2,149,849 Balance at December 31, 2021 — 94,650 2,703,969 383,712 3,222 3,185,553 Net book amount Balance at December 31, 2021 — 24,149 4,212,619 4,616,288 42,778 8,895,834 Balance at December 31, 2020 — 53,849 2,103,976 — 25,000 2,182,825 Balance at December 31, 2019 — 35,250 967,793 — 25,000 1,028,223 Goodwill represents the premium paid to acquire the business of Dicapl LP and is measured at cost less any accumulated impairment losses. The Greek online gaming license acquired during the year for € 5,000,000 is amortized over its useful life of 7 years . The remaining amortization period is 6.6 years. |
Financial assets at fair value
Financial assets at fair value through other comprehensive income | 12 Months Ended |
Dec. 31, 2021 | |
Financial assets at fair value through other comprehensive income | |
Financial assets at fair value through other comprehensive income | 16. Financial assets at fair value through other comprehensive income 2021 2020 2019 € € € Balance at January 1, 258,566 — — Additions — 258,566 — Disposals (276,330) — — Exchange differences 17,764 — — Balance at December 31, — 258,566 — These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, Management of the Group have elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes and realizing their performance potential in the long run. The investment held in Game Play Network Inc. was sold to the ultimate parent company of the Group Komisium Ltd for €276,330 ($300,000) which represents the initial cost of the investment because it was outside the scope of the Group's economic activities. 16. Financial assets at fair value through other comprehensive income (continued) The details of the investments are as follows: 2020 Country of Principal Holding 2021 2020 2019 Name incorporation activities % € € € Game Play Network Inc. United States Computer system design and related services 0.53 % — 258,566 — — 258,566 — |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other receivables. | |
Trade and other receivables | 17. Trade and other receivables 2021 2020 2019 € € € Trade receivables 5,000 5,000 — Deposits and prepayments 639,225 9,380 — Accrued income 23,082 — — VAT recoverable 1,538,322 308,871 94,255 Receivables from Payment Service Providers 10,116,182 1,861,147 905,816 Gaming tax receivable 800,582 — - Other receivables 828,349 493,880 602,981 13,950,742 2,678,278 1,603,052 During the year 2021, Gamart Ltd overpaid gaming taxes in Greece of €800,582 and this amount will be offset against the gaming taxes for the year 2022. Other receivables include: 2021 2020 2019 € € € Refundable deposits of license requirements 400,000 400,000 400,045 Sundry receivables 428,349 93,880 202,936 828,349 493,880 602,981 The Group has recognized a loss of €492,809 (2020 Gain: €77,970) for the impairment of other receivables during the year ended December 31, 2021. The loss has been included in other operating income and expenses in profit or loss. The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above. |
Other assets
Other assets | 12 Months Ended |
Dec. 31, 2021 | |
Other assets | |
Other assets | 18. Other assets 2021 2020 2019 € € € Balance at January 1, 645,838 253,947 32,090 Net change in prepayments (103,777) 391,891 221,857 Balance at December 31, 542,061 645,838 253,947 Other assets comprise of prepayments made to suppliers. |
Cash
Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash.. | |
Cash | 19. Cash Cash balances are analyzed as follows: 2021 2020 2019 € € € Cash at bank and in hand 14,093,383 6,571,105 1,158,469 Restricted cash at bank 1,000,000 — — Accumulated impairment losses on cash and cash equivalents (122,703) (201,444) (21,753) 14,970,680 6,369,661 1,136,716 Cash balances to fund operation and satisfy requirements of the gaming authorities are as follows: Restricted cash at bank comprise of cash at bank which are restricted due to regulatory requirements. 2021 2020 2019 € € € Cash at bank and in hand 14,093,383 6,571,105 1,158,469 Receivables from Payment Service providers (Note 17) 10,116,182 1,861,147 905,816 Liabilities to Players (Note 26) (9,270,349) (6,879,992) (2,410,358) Net available balance 14,939,216 1,552,260 (346,073) |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2021 | |
Share capital | |
Share capital | 20. Share capital 2021 2020 2019 Number of 2021 Number of 2020 Number of 2019 shares € shares € shares € Authorized Ordinary shares of €1 each 1,200 1,200 1,200 1,200 1,200 1,200 Issued and fully paid Balance at January 1, 1,200 1,200 1,200 1,200 1,200 1,200 Balance at December 31, 1,200 1,200 1,200 1,200 1,200 1,200 |
Other reserves
Other reserves | 12 Months Ended |
Dec. 31, 2021 | |
Other reserves.. | |
Other reserves | 21. Other reserves General revenue Translation reserve reserve Total € € € Balance at December 31, 2019 (6,650,858) 803,764 (5,847,094) Foreign currency translation adjustment — (520,180) (520,180) Dividends (40,616,470) — (40,616,470) Parent Investment – Carve Out Adjustment 25,780,700 — 25,780,700 Balance at December 31, 2020 (21,486,628) 283,584 (21,203,044) Foreign currency translation adjustment — 870,178 870,178 Dividends (18,730,378) — (18,730,378) Acquisition of subsidiary (500,000) (500,000) Parent Investment – Carve Out Adjustment 7,881,351 — 7,881,351 Balance at December 31, 2021 (32,835,655) 1,153,762 (31,681,893) The acquisition of subsidiary represents the cost of investment in Novigroup Ltd, which was legally acquired during the year 2021 from Komisium Ltd for €500,000. As Novigroup Ltd has been part of the Group since its incorporation this is an acquisition under common control. For the purposes of preparing these carve-out combined Financial Statements this combination is outside the scope of IFRS 3 (Business Combinations) and the predecessor value method was used. Therefore, the asset and liabilities were recorded at previous carrying value and no Goodwill was recognized. The difference between the acquirer’s cost of investment and the acquiree’s equity is presented in other reserves. The Parent Investment Carve Out Adjustment of €7,881,351 represents the recognition of the direct costs, marketing expenses, and administrative expenses of Gaming Synergies Ltd for the year 2021, which were necessary for the operation of the Novibet Business as explained in the basis of preparation Note 1. The translation reserve comprises of exchange differences relating to the translation of the net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Euro) are recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operation. |
Other equity
Other equity | 12 Months Ended |
Dec. 31, 2021 | |
Other equity | |
Other equity | 22. Other equity Advances from shareholders: 2021 2020 € € Balance at January 1, 748,380 548,380 Proceeds during the year — 200,000 Balance at December 31, 748,380 748,380 |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Lease liabilities. | |
Lease liabilities | 23. Lease liabilities Minimum lease payments 2021 2020 2019 € € € Not later than 1 year 207,276 28,835 — Later than 1 year and not later than 5 years 716,352 144,265 — Later than 5 years 585,900 — — 1,509,528 173,100 — Future finance charges (123,741) — — Present value of lease liabilities 1,385,787 173,100 — The Group leases land and buildings for its office space. As at December 31, 2021 the Group has three lease agreements: ● 73 months ● ● For the year ended December 31, 2021 the weighted average effective discount rate was 2.10% The lease obligation is denominated in Euro. The fair values of lease obligations approximate to their carrying amounts as presented above. |
Deferred tax
Deferred tax | 12 Months Ended |
Dec. 31, 2021 | |
Deferred tax | |
Deferred tax | 24. Deferred tax Deferred tax assets Balance 12/31/2020 Additions DTA Allowance Balance 12/31/2021 € € € € Tax Credit 1,876,901 13,071,131 — 14,948,032 Valuation Allowance (1,876,901) — (13,071,131) (14,948,032) Balance at December 31, — 13,071,131 (13,071,131) — Balance DTA Balance 12/31/2019 Additions Allowance 12/31/2020 € € € € Tax Credit 968,065 908,836 — 1,876,901 Valuation Allowance (968,065) — (908,836) (1,876,901) Balance at December 31, — 908,836 (908,836) — Deferred tax assets were recognized in respect of the income tax losses in Malta of €37,346,089 and €2,596,673 for the years 2021 and 2020 respectively. The income tax losses in Malta can be carried forward indefinitely for set-off against income of subsequent years. 24. Deferred tax (continued) The Group assesses the recoverability of deferred tax assets based on the future activities carried out by the different companies, on tax regulations in the different countries in which these companies operate, and on the strategic decisions affecting the companies. Deferred tax assets of €14,948,032 in relation to various Maltese entities were assessed less than probable that will be utilized against future taxable profits. As a result, the Group recognized a valuation allowance for these losses against the deferred tax asset. |
Provisions for other liabilitie
Provisions for other liabilities and charges | 12 Months Ended |
Dec. 31, 2021 | |
Provisions for other liabilities and charges | |
Provisions for other liabilities and charges | 25. Provisions for other liabilities and charges Pension and other post retirement obligations € Balance at January 1, 2019 — Balance at December 31, 2019/ January 1, 2020 — Balance at December 31, 2020/ January 1, 2021 — Charged/(credited) to profit or loss 4,268 Balance at December 31, 2021 4,268 |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables. | |
Trade and other payables | 26. Trade and other payables 2021 2020 2019 € € € Trade payables 8,747,990 5,165,805 576,454 Social insurance and other taxes 660,223 282,981 170,739 VAT 955,551 — — License fee liability 3,750,000 — — Liabilities to players 9,564,889 6,879,992 2,300,474 Accruals 8,066,234 2,771,577 586,769 Other creditors 7,125 23,673 26,885 Deferred income 2,375 — — 31,754,387 15,124,028 3,661,321 Less non-current payables (2,500,000) — — Current portion 29,254,387 15,124,028 3,661,321 In August 2021 the Group obtained Type 1 and Type 2 Online Gaming License in Greece. The license fee of €5,000,000 is payable in four annual, equal instalments of € 1,250,000 The fair values of trade and other payables approximate to their carrying amounts as presented above. |
Current tax liabilities
Current tax liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Current tax liabilities | |
Current tax liabilities | 27. Current tax liabilities 2021 2020 2019 € € € Corporation tax 53,147 — — 53,147 — — |
Cash flows from operating activ
Cash flows from operating activities | 12 Months Ended |
Dec. 31, 2021 | |
Cash flows from operating activities | |
Cash flows from operating activities | 28. Cash flows from operating activities 2021 2020 Note € € Profit before tax 5,001,742 14,360,637 Adjustments for: Depreciation of property, plant and equipment 13 89,297 10,616 Amortisation of computer software 15 29,700 29,700 Amortization of internally generated software 15 1,733,215 678,372 Amortization of trademarks and licences 15 383,712 — Amortisation of other intangibles 15 3,222 — Depreciation of right-of-use assets 14 107,658 — Reversal of impairment – loans to related parties 8 — (84,825) Impairment charge intangible assets 8 53,385 — Impairment charge / (reversal of impairment) – cash held at PSP 8 482,809 (237) Impairment charge – loans to related parties 8 10,000 7,092 Impairment charge/(reversal of impairment) – cash and cash equivalents 8 (78,741) 179,690 Charge to profit or loss for provisions 25 4,268 — Interest income 10 (74) — Interest expense 10 15,936 — 7,836,129 15,181,045 Changes in working capital: Trade receivables (616,257) (5,000) Receivables from PSP (8,656,443) (992,933) VAT receivables (1,229,451) (214,616) Other receivables (1,167,827) 90,264 Other assets 107,650 (394,593) Trade payables 3,533,541 4,609,544 Payables to social insurance and other taxes 364,525 122,658 Other payables 8,196,666 6,969,088 Cash generated from operations 8,368,533 25,365,457 |
Related party transactions_2_3
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Related party transactions | 29. Related party transactions The following transactions were carried out with related parties: 29.1 Key management compensation Key management are those persons who have the authority and responsibility for planning, directing and controlling the activities of the Group. During the financial periods reported in these combined financials statements, the Group was controlled by Komisium Group, which is where all decisions, control and key strategy choices were made. Therefore, the Group does not have any key management as a stand-alone entity. 29. Related party transactions (continued) The key management personnel of the Group have controlled and directed the operations of the Group as it was not managed separately. Payments to these personnel for the year 2020 were made by Sendross Group and during the year 2021 the payments were made by Abraserve Ltd and Novigroup Ltd as follows: Position Compensation Chief Executive Officer € 23,520 Director of Technical Operations € 113,456 Chief Commercial Officer € 156,227 29.2 Directors’ remuneration The remuneration of Directors and other members of key management was as follows: 2021 2020 € € Directors’ fees 149,670 37,309 149,670 37,309 29.3 Disposal of financial assets 2021 2020 € € Komisium Ltd 276,330 — 276,330 — The investment held in Game Play Network Inc. was sold to the ultimate parent company of the Group Komisium Ltd for € 276,330 which represents the initial cost of the investment. 29.4 Purchases of goods and services 2021 2020 Relationship Nature of transactions € € Logflex Limited Common Owner/Shareholder Market access revenue share 17,381,579 5,032,875 Streaming Upload MON. E.P.E. Common Director Marketing and Administrative 5,571,260 4,434,000 Frider Commercial Inc Common Owner/Shareholder Consultancy 1,635,834 415,150 Wise Panda Media Ltd Common Owner/Shareholder Marketing and Administrative — 132,174 Pressbox S.A. Key Management Marketing and Administrative 160,289 — Blu Moon Limited Key Management Marketing and Administrative 329,288 — P. Trataris A. Filalithis OE / Anatropia Common Director Marketing and Administrative 40,000 — Blue Fields Trading limited Common Director Marketing and Administrative 294,156 — 25,412,406 10,014,199 Market access revenue share represents player acquisition services in relation to the white label agreement signed between Novigroup Ltd and Logflex Ltd and is included in Cost of Sales. This arrangement was terminated on August 4, 2021 29. Related party transactions (continued) These are transactions originated from the ordinary course of business for working capital requirements and have no defined payment terms 29.5 Receivables from related parties 2021 2020 2019 Name Relationship € € € Boflex Ltd Common Owner/Shareholder 166,798 — — Boflex Ltd – impairment Common Owner/Shareholder (166,798) — — Sendross Ltd Common Owner/Shareholder 41,529 6,895,372 2,762,150 Logflex Ltd Common Owner/Shareholder 4,586,308 3,121,917 — Komisium Ltd Ultimate parent company 1,200 — 1,200 Seflex Ltd Common Owner/Shareholder 859 850 850 4,629,896 10,018,139 2,764,200 29.6 Payables to related parties — current 2021 2020 2019 Name Relationship € € € Logflex Ltd Common Owner/Shareholder 6,682,463 5,137,716 102,045 Gaming Synergies Ltd Common Director 37,806 736,375 1,037,943 Sendross Ltd Common Owner/Shareholder — 2,143,305 2,143,305 Komisium Ltd Ultimate parent company 4,030,825 — — Streaming Upload MON. E.P.E. Common Director 88,920 — — Pressbox S.A. Key Management 1,200 — — 10,841,214 8,017,396 3,283,293 On June 29, 2021 various novation agreements which were signed between Sendross Group, the Group and Komisium Ltd. Payables to Sendross Group (Sendross Ltd, Logflex Ltd and Gaming Synergies Ltd) in total of € 43,217,521 have been partly settled by offsetting all amounts receivable by the Group from Sendross Group of € 35,360,034 . As a result, as at June 30, 2021 the Group has a net balance payable to Sendross Group of € 7,856,287 which was then novated by Sendross Ltd to Komisium Ltd. On December 31, 2021, the Group entered into two novation agreements:. (i) Novigroup Ltd novated its balance receivable from Logflex Ltd of £3,741,969/€4,450,064 to Logflex MT Holding Ltd and (ii) Novigroup Ltd novated its balance receivable from Komisium Ltd of £ 217,807.98 29. Related party transactions (continued) 29.7 Payables to related parties — non current 2021 2020 2019 Relationship € € € Logflex Ltd Common Owner/Shareholder 4,000,000 — — Komisium Ltd Ultimate parent company 3,000,000 — — 7,000,000 — — The non-current payables to related parties comprise balances for which the due date has been extended in order to support the liquidity position of the Group. The payables come due on August 26 , 2023, subject to certain conditions in relation to the completion of the Business Combination Agreement with Artemis Strategic Investment Corporation. |
Contingent liabilities
Contingent liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Contingent liabilities | |
Contingent liabilities | 30. Contingent liabilities The Group operates in numerous jurisdictions. Accordingly, the Group files tax returns, provides for and pays all taxes and duties it believes are due based on local tax laws, transfer pricing agreements and tax advice obtained. The Group is also periodically subject to audits and assessments by local taxing authorities however no audit has been carried out so far and all fiscal years starting from 2009 onwards are still open. Provisions for uncertain items are made using judgement of the most likely tax expected to be paid and the basis thereon, based on a qualitative assessment of all relevant information. The Group considers that any exposure for additional taxes, if any, that may arise from the final settlement of such assessments is unlikely to result in any further liability. There is a an open complaint filed by an individual having a player account in novibet.gr against the legal representative of a related entity under the name “Logflex Limited” (being outside of the group of companies) for the supposed embezzlement of €2,290,470 in March 2021, when “Logflex Limited”, within its rights and under the Terms and Conditions agreed by the Customer, voided all bets, and closed the player account due to suspicious betting behaviour and his representation and contact details not being in order. The case is currently under a preliminary investigation. There are currently no civil claims, no material losses are to be expected during the course of the processes other than the fees and expenses which are necessary for their management before the justice authorities. Management has concluded that the Group’s exposure, if any would be limited to the amount of the player’s deposits of €580K which are already recorded in liabilities to players. The Group is subject to various ongoing legal proceedings in the ordinary course of its business. Each of these matters is subject to various uncertainties and some of these matters may be resolved unfavorably to the Group. The Group is not a party to any legal proceedings that management believes would have a material adverse effect on the combined carve-out financial statements of the Group. |
Commitments_2
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments | |
Commitments | 31. Commitments The Group as part of its Business Sustainability plan and Corporate Social Responsibility “CSR” framework and has committed to invest €1,500,000 in activities related to CSR for the years 2021 — |
Events after the reporting peri
Events after the reporting period | 12 Months Ended |
Dec. 31, 2021 | |
Events after the reporting period | |
Events after the reporting period | 32. Events after the reporting period On February 15, 2022, the United Kingdom Gaming Commission issued a letter advising Novigroup Ltd that it was considering whether to open a regulatory investigation and setting out the list of its concerns from its December 2021 compliance assessment, which investigation could have resulted in a possible revocation of the license, suspension of the license, imposition of a penalty, imposition of additional license conditions or a warning (or a combination of these outcomes). On February 21, 2022, Novigroup Ltd voluntarily surrendered its license to operate in the U.K. and exited the U.K. market in order to focus on markets with greater growth potential and less uncertainty in relation to the trajectory of gambling regulatory reform. This action ceased the inquiry and potential investigation. At the date of the surrender Novigroup Ltd had: (i) Ante-post liabilities: 676 GB (Great Britain) unique customers having ante-post open bets and a total of 2,119 of open bets. As of August 25, 2022 the open bets were reduced to 81 bets; and (ii) Active Customer and Customer Funds details: 193,583 active GB customers having logged-in in the past 12 months an aggregate of GBP 1,691,819 was held on their behalf in Novigroup Ltd`s segregated client funds accounts. As of August 25, 2022 this amount was reduced to GBP 707,260 . On March 30, 2022, Logflex MT Holdings Ltd entered into an Agreement and Plan of Reorganization (as the same may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with Artemis Strategic Investment Corporation, a Delaware corporation (“Artemis”), 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”), Novibet PLC, a United Kingdom public limited company and a direct, wholly-owned subsidiary of Komisium (“PubCo”), and Novibet Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”). Upon consummation of the transactions contemplated by the Business Combination Agreement, Artemis and Logflex MT Holdings Ltd will become wholly owned subsidiaries of PubCo. The transaction is expected to close in the second half of 2022. 32. Events after the reporting period (continued) On January 20, 2022, Novibet USA, Inc., a direct, wholly owned subsidiary of the Company entered into an Online Market Access Agreement (the “Caesars Market Access Agreement”) with Chester Downs and Marina, LLC (“Caesars”). Under the Caesars Market Access Agreement, Novibet USA and Caesars agreed that Novibet USA may operate, control and administer a branded online gambling service (excluding an online sportsbook or online poker) in the Commonwealth of Pennsylvania for ten years under Caesars’ operating licenses. On April 20, 2022, Logflex MT Limited (Malta), a direct, wholly owned subsidiary of the Company entered into an Agreement for the Provision of Online Gaming Management and Consulting Services (the “Big Bola Agreement”) with Comercial de Juegos de la Frontera, S.A. de C.V. (“Big Bola”). Under the Big Bola Agreement, Logflex MT and Big Bola agreed that Logflex MT shall host, manage, promote and support the on-line betting and gaming business for the regulated Mexican interactive market for ten years (automatically renewable for additional 5-year terms unless either party manifests its will not to renew to the other party according the terms of the Big Bola Agreement) under Big Bola’s federal gaming permit. Such online gambling services will be offered under the “Novibet” brand. On July 11, 2022, Novibet USA, Inc., a direct, wholly owned subsidiary of the Company, entered into an Online Market Access Agreement (the “Caesars Market Access Agreement”) with Ceasars Interactive Entertainment New Jersey, LLC (“Caesars”). Under the Caesars Market Access Agreement, Novibet USA and Caesars agreed that Novibet USA may operate, control and administer a branded online gambling service (including online sportsbook and iGaming) in the State of New Jersey for ten years under Caesars’ operating licenses which shall be extended for an additional subsequent five-year period if the parties mutually agree in writing prior to the end of the above 10-year term. The Company’s annual fixed cost for the first 5 years specific to the new market access agreements is €3,550,000 and €3,950,000 for the following 5 years. The Company shall also pay initial fees of €4,750,000, as well as a variable revenue share component. The geopolitical situation in Eastern Europe intensified on February 24, 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorizing these financial statements for issue, the conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges. 32. Events after the reporting period (continued) The European Union as well as United States of America, Switzerland, United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian and Belarussian government, various companies, and certain individuals. The sanctions imposed include an asset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition, travel bans applicable to the sanctioned individuals prevents them from entering or transiting through the relevant territories. Emerging uncertainty regarding global supply of commodities due to the conflict between Russia and Ukraine conflict may also disrupt certain global trade flows and place significant upwards pressure on commodity prices and input costs as seen through August 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and heightened risk of contractual non-performance. The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflict prevails and the high level of uncertainties arising from the inability to reliably predict the outcome. The Group has limited direct exposure to Russia, Ukraine, and Belarus and as such does not expect significant impact from direct exposures to these countries. Furthermore, the increasing energy prices, fluctuations in foreign exchange rates, unease in stock market trading, rises in interest rates, supply chain disruptions and intensified inflationary pressures may indirectly impact the operations of the Group. The indirect implications will depend on the extent and duration of the crisis and remain uncertain. Management has considered the unique circumstances and the risk exposures of the Group and has concluded that there is no significant impact in the Group’s profitability position. The event is not expected to have an immediate material impact on the business operations. The Company considers events or transactions that occur after the balance sheet date, but before the combined carve-out financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through August 25, 2022, the date on which the combined carve-out financial statements were available to be issued. The combined carve-out financial statements reflect those material items that arose after the balance sheet date, but prior to this date that would be considered recognized subsequent events. |
Summary of significant accou_12
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies. | |
Basis of preparation | Basis of preparation The combined carve-out financial statements of the Group have been prepared on a carve-out basis, to represent the financial position and performance of the Group as if the Group had existed on a stand-alone basis for each of the years ended December 31, 2021 and 2020 for the combined carve-out statements of profit or loss and comprehensive income, financial position, changes in deficit and cash flows. However, the combined carve-out financial statements are not necessarily indicative of the results that would have occurred if the Group had been a stand-alone entity during the period presented The combined carve-out financial statements, are presented in Euro and have been prepared under the historical cost convention. The preparation of combined financial statements in accordance with IFRS requires the use of critical accounting estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, income and expenses. It also requires management to exercise judgment in the process of applying accounting policies, which have been applied consistently through the combined financial statements of the Group. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. These estimates, assumptions and judgments were historically deemed to be reasonable and prudent. However, actual outcomes may differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements, are discussed in the critical accounting estimates, assumptions and judgments. The combined carve-out financial statements have been prepared by aggregating the financial information from the entities as described in note 1, together with assets, liabilities, income and expenses that management has determined are specifically attributable to the Group including related party borrowings, and direct and indirect costs and expenses related to the operations of the Group. The following summarizes the principles applied in preparing the combined carve-out financial statements: Controlled companies that are part of the Group have been included in the combined carve-out financial statements, as further described in note 1. All intercompany balances, investments in subsidiaries and share capital within the Group have been eliminated upon combination in the combined carve-out financial statements. For the purposes of the preparation of these combined carve-out financial statements, corporate center costs which were allocated by entities outside the Group and therefore contained within the results of the Group have been included in cost of sales, marketing and administration expenses. The support provided to the Group included stewardship by senior management personnel and functional support in terms of typical corporate areas such as finance, legal and risk, in addition to, discrete support which was provided from centralized management activities such as HR, Sustainability and IT. The costs of €7,881,351 and €25,780,700 were included within cost of sales, marketing and administration expenses for the years ended December 31, 2021 and 2020, respectively. The settlement of these costs was recorded within other reserves. 2. Summary of significant accounting policies (continued) Any cash balances reflected on the combined carve-out financial statements are legally owned by the Group. The directors of the Group are responsible for preparing the combined carve-out financial statements on a carve-out basis in accordance with IFRS as adopted by the IASB and for being satisfied that they present fairly, in all material respects, the financial position and performance of the Group as if the Group had existed on a stand-alone basis for each of the years ended December 31, 2021 and 2020 for the combined statements of profit or loss and comprehensive income, financial position, changes in deficit and cash flows. In preparing these combined carve-out financial statements, the Directors are required to: ● select suitable accounting policies and then apply them consistently; ● make judgements and estimates that are reasonable and prudent; ● state that the combined carve-out financial statements comply with IFRS as adopted by the IASB; ● prepare the combined carve-out financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors confirm that they have complied with the above requirements in preparing the combined carve-out financial statements. Reclassification of prior year’s financial statements As of 31 December 2021, the Group decided to change the presentation of the combined carve-out statement of profit or loss in a manner that allows for a further understanding of the underlying financial performance of the Group. As a result, gaming duties of €2,302,308 that have been previously recognized in Net Revenue are now presented as part of Cost of Sales. Cloud services expenses of €686,944 and consultancy fees of €670,649 that have been previously classified in Cost of Sales are now presented in Operating expenses. The overall effect in Net Profit is Nil. |
Basis of combination | Basis of combination (i) Controlled companies: The companies included in these combined carve-out financial statements are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The acquisition method of accounting is used to account for the acquisition of controlled companies. The cost of an acquisition is the consideration given in exchange for control of the identifiable assets, liabilities and contingent liabilities of the acquired legal entities. Directly attributable transaction costs are expensed and included as exceptional items within sales, general and administration expenses. The acquired net assets are initially measured at fair value. (ii) Transactions eliminated on combination: Transactions, balances and unrealized gains or losses on transactions between the controlled companies are eliminated on combination. The accounting policies of the controlled companies have been changed where necessary to ensure consistency with the policies adopted by the Group. 2. Summary of significant accounting policies (continued) Basis of Going Concern The combined carve-out financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Group is required to evaluate whether there are any material uncertainties related to events or conditions that may cast significant doubt about the Group ’ ’ ’ The Board of Directors have assessed the financial risks facing the business, including macroeconomic events as outlined in Notes 4 and 32, and compared this risk assessment to the net current asset position. The Directors have also reviewed the payables to related parties and obtained approval for the extension of their due dates, which resulted in € |
Business combinations | Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that: ● deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; ● liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and ● assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. 2. Summary of significant accounting policies (continued) Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss. When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e., the date when the Group obtains control) and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. On April 14, 2021, Logflex MT Holding Ltd acquired 99% of Dicapl LP, a company incorporated in Greece for €1,980. At the date of the acquisition Dicapl LP had net liabilities of €51,925 and the Group recognised a Goodwill of €53,385 which was subsequently impaired. The fair value of the identifiable assets and liabilities as of the date of acquisition was: € Assets Right-of-use assets 149,359 Trade and other receivables 19,134 Cash and cash and equivalents 151,718 Liabilities Lease liability (151,139) Trade and other payables (220,997) Net liabilities acquired at fair value (51,925) Non-Controlling Interest 520 Goodwill arising on acquisition 53,385 Purchase consideration 1,980 |
Foreign currency | Foreign currency (i) Functional and presentation currency Items included in the Group’s combined carve-out financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The combined carve-out financial statements are presented in Euro (€) which is the Group’s functional and presentation currency, with the exception of Novigroup Ltd, the functional currency of which is in British pounds. (ii) Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. (iii) Financial statements of foreign operations The assets and liabilities of foreign operations held by the Group are translated into Euro at foreign exchange rates ruling at the reporting date. The revenue and expenses of foreign operations are translated to Euro at average exchange rates for the year. |
Revenue | Revenue Recognition and measurement Revenue consists of income from online activities. Revenue is recognized in the accounting periods in which the performance obligations associated with the transactions are satisfied after the deduction of certain promotional bonuses granted to customers and after adding the fees and charges applied to customer accounts and is measured at fair value of the consideration received or receivable. The Group’s income from Gaming and Sports activities does not fall within the scope of IFRS 15 (Revenue from Contracts with Customers). Income from these online activities is disclosed as revenue although these are accounted for and meet the definition of a gain under IFRS 9 (Financial Instruments). Revenue from online activities comprises: (i) Gaming Revenue — IFRS 9 (Financial Instruments) Gaming Revenue is represented by the difference between the amounts of bets placed by customers less amounts won, adjusted for the fair value of certain promotional bonuses granted to customers. (ii) Sports Revenue — IFRS 9 (Financial Instruments) Sports revenue comprises bets placed less pay-outs to customers, adjusted for the fair value of open betting positions and the fair value of bonuses and promotions. 2. Summary of significant accounting policies (continued) Operating segments IFRS 8 defines an operating segment as a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Gaming Revenue and Sports Revenue activities have been aggregated into a single operating segment taking into account the following factors: ● The operating segments have similar economic characteristics ● The method used to generate the revenue is the same ● Discrete financial information is not available ● Their separate operating results are not regularly monitored |
Cost of sales | Cost of sales Cost of sales consists primarily of gaming duties, gaming license fees, payment service providers’ commissions, chargebacks and commission payable to third parties, all of which are recognized on an accrual basis. |
Net Finance Cost | Net Finance Cost Net finance cost includes interest income recognized on a time-proportion basis using the effective interest method. Interest expense and other borrowing costs are charged to profit or loss as incurred. Net finance cost also includes bank charges and foreign exchange transaction gains and losses. Income taxes Current and deferred income taxes are recognized in the statement of income, except when it relates to a business combination, or items recognized in equity or in other comprehensive income Current income tax Current income tax is the expected income tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to income tax payable in respect of previous years. Deferred income tax Deferred income tax is provided using the liability method for temporary differences at the reporting date between the income tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax is measured using enacted or substantively enacted income tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset is recognized for unused income tax losses and credits to the extent that it is probable that future taxable income will be available against which they can be utilized. 2. Summary of significant accounting policies (continued) The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered. Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred tax relates to the same taxable entity and the same taxation authority. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. |
Dividends | Dividends Dividend distributions to the Group’s shareholders are recognized in the Group’s financial statements in the year in which they are approved by the Group’s shareholders. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. Estimated useful life Furniture, fixtures 10 years Office equipment 4 years The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount. Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. |
Intangible assets | Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortized. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized. Internally-generated intangible assets Expenditure incurred on development activities of the gaming platform is capitalized only when the expenditure will lead to new or substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has sufficient resources to complete development. All other development expenditure is expensed. Subsequent expenditure on intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. Internally-generated intangible assets are amortized on a straight-line basis over their estimated useful lives of 3 years Licenses Licenses comprise of online gaming licenses which are measured initially at purchase cost and are amortized on a straight-line basis over their estimated useful lives The Greek online gaming licenses are amortized using the straight-line method over their useful lives, of 7 years Computer software Costs that are directly associated with identifiable and unique computer software products controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year are recognized as intangible assets. Subsequently computer software is carried at cost less any accumulated amortization and any accumulated impairment losses. Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is recognized as a capital improvement and added to the original cost of the computer software. Costs associated with maintenance of computer software programs are recognized as an expense when incurred. 2. Summary of significant accounting policies (continued) Computer software costs are amortized using the straight-line method over their useful lives, of 4 years. Amortization commences when the computer software is available for use |
Leases | Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: ● the contract involves the use of an identified asset — this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; ● the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and ● the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either: ● the Group has the right to operate the asset; or ● the Group designed the asset in a way that predetermines how and for what purpose it will be used. At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Group as lessee The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. 2. Summary of significant accounting policies (continued) Lease payments included in the measurement of the lease liability comprise the following: ● fixed payments, including in-substance fixed payments; ● variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; ● amounts expected to be payable under a residual value guarantee; and ● the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The lease liabilities are presented separately in the combined statements of financial position. The Group has elected not to recognize the right of use assets and lease liabilities for short term leases that have a lease term of 12 months or less. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. |
Impairment of non-financial assets | Impairment of non-financial assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Other assets that are subject to depreciation or amortization and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Any charge or reversal of previous impairments is taken to the combined carve-out statement of profit or loss and comprehensive income. |
Investments | Investments Financial assets — Classification The Group classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through Other Comprehensive Income (“OCI”) or through profit or loss), and ● those to be measured at amortized cost. 2. Summary of significant accounting policies (continued) The classification and subsequent measurement of debt financial assets depends on: (i) the Group’s business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at fair value through other comprehensive income (“FVOCI”) or at fair value through profit or loss (“FVTPL”) if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. For investments in equity instruments that are not held for trading, the classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI. This election is made on an investment-by-investment basis. All other financial assets are classified as measured at FVTPL. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI. Financial assets — Recognition and derecognition All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (“regular way” purchases and sales) are recorded at trade date, which is the date when the Group commits to deliver a financial instrument. All other purchases and sales are recognized when the entity becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Financial assets — Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s Management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Group’s policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established. 2. Summary of significant accounting policies (continued) Changes in the fair value of financial assets at FVTPL are recognized in “other gains/(losses)” in the combined carve-out statements of profit or loss and comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTPL are not reported separately from other changes in fair value. Financial assets — impairment — credit loss allowance for Expected Credit loss The Group assesses on a forward-looking basis the ECL (expected credit loss) for debt instruments (including loans) measured at amortized cost and FVOCI and exposure arising from loan commitments and financial guarantee contracts. The Group measures ECL and recognizes credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions. The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognized in the combined statements of profit or loss and comprehensive income within “net impairment loss on financial and contract assets. Subsequent recoveries of amounts for which loss allowance was previously recognized are credited against the same line item. Debt instruments carried at amortized cost are presented in the combined carve-out statements of financial position net of the allowance for ECL. For debt instruments at FVOCI, an allowance for ECL is recognized in profit or loss and it affects fair value gains or losses recognized in OCI rather than the carrying amount of those instruments. The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically: For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected credit losses to be recognized from initial recognition of the financial assets. For all other financial instruments that are subject to impairment under IFRS 9, the Group applies general approach — three stage model for impairment. The Group applies a three-stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1. Any impairment charge or reversal of previous impairments is taken to the combined carve-out statement of profit or loss and comprehensive income. Additionally, the Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Refer to note 4, Credit risk section for a description of how the Group determines low credit risk financial assets. |
Cash and cash equivalents | Cash and cash equivalents Cash comprises cash in hand and balances with banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash. They include short-term deposits originally purchased with maturities of three months or less. Cash and Cash Equivalent balances are carried at amortized cost net of the allowances for ECL. |
Financial liabilities-measurement categories | Financial liabilities — measurement categories Financial liabilities are initially recognized at fair value and classified as subsequently measured at amortized cost. Financial liabilities are derecognized when the obligation under the liability is discharged, cancelled, or expires. |
Trade payables | Trade payables Trade payables are initially measured at fair value and are subsequently measured at amortized cost. |
Prepayments | Prepayments Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current when the goods or services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group. Other prepayments are written off to profit or loss when the goods or services relating to the prepayments are received. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognized in profit or loss. |
Share capital | Share capital Ordinary shares are classified as equity. |
Advances from shareholders | Advances from shareholders Advances from shareholders constitutes contributions made by the Group’s shareholders other than for the issue of shares by the Group in their capacity as equity owners of the Group for which the Group has no contractual obligation to repay them. Such contributions are recognized directly in equity as they constitute transactions with equity owners in their capacity as equity owners of the Group. |
Provisions | Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. |
Incorporation and principal a_2
Incorporation and principal activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Incorporation and principal activities | |
Summary of financial statements of subsidiaries, including operations | 2021 2020 Percentage Percentage Country of incorporation ownership held ownership held Abraserve Ltd Malta 100 % 100 % Iflex Ltd Malta 100 % 100 % Logflex MT Ltd Malta 100 % 100 % Afriflex Ltd Malta 100 % 100 % Novigroup Ltd Isle of Man 100 % 100 % Gamart Ltd Malta 100 % 100 % Novibet USA Inc. USA 100 % — % Opixa Ltd Malta 100 % — % Orivus Ltd Malta 100 % 100 % Dicapl LP Greece 99 % — % Gaming Synergies Ltd Malta * * * Related to the company that was not included in the carve out of which its related expenses were allocated to the Business up to December 31, 2021. Gaming Synergies Ltd is an entity owned by Sendross Group and its related expenses were direct costs, marketing expenses and administrative expenses. This arrangement was terminated on December 31, 2021 |
Summary of significant accou_13
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies. | |
Summary of fair value of the identifiable assets and liabilities as of the date of acquisition | € Assets Right-of-use assets 149,359 Trade and other receivables 19,134 Cash and cash and equivalents 151,718 Liabilities Lease liability (151,139) Trade and other payables (220,997) Net liabilities acquired at fair value (51,925) Non-Controlling Interest 520 Goodwill arising on acquisition 53,385 Purchase consideration 1,980 |
Schedule of estimated useful life of property, plant and equipment | Estimated useful life Furniture, fixtures 10 years Office equipment 4 years |
Financial risk management (Tabl
Financial risk management (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial risk management | |
Summary of financial liabilities based on contractual undiscounted payments | Less than Between More than 1 year 1 and 2 years 2 years Total € € € € As of December 31, 2021 Trade and other payables 29,254,387 1,250,000 1,250,000 31,754,387 Payables to related parties 10,841,214 7,000,000 — 17,841,214 Lease liabilities 183,742 183,742 1,018,303 1,385,787 Provisions of other liabilities — — 4,268 4,268 Current tax liabilities 53,147 — — 53,147 Total 40,332,490 8,433,742 2,272,571 51,038,803 |
Schedule of significant exchange rates have been applied | Average rate Year-end spot rate 2021 2020 2021 2020 2019 Euro € € € € € 1 Sterling Pound 1.1628 1.1248 1.1898 1.1128 1.1755 |
Revenue, net (Tables)
Revenue, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue, net | |
Schedule of revenue | 2021 2020 € € Sportsbook and Gaming revenue 117,219,691 59,315,396 117,219,691 59,315,396 |
Schedule of disaggregation of revenue | 2021 2020 Within European Union 82.67 % 82.25 % Outside European Union 17.33 % 17.75 % |
Marketing expenses (Tables)
Marketing expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Marketing expenses | |
Summary of marketing expenses | 2021 2020 € € Marketing expenses 42,050,725 17,716,979 42,050,725 17,716,979 |
Other operating income and ex_2
Other operating income and expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other operating income and expenses | |
Schedule of the operating income and expenses | 2021 2020 € € Impairment charge – intangible assets 53,385 — Impairment charge (reversal) – receivables from payment service providers (“PSP”) 482,809 (237) Impairment charge (reversal) – 10,000 (77,733) Impairment charge (reversal) on cash and cash equivalents (78,741) 179,690 Other operating income (333,543) — 133,910 101,720 |
Staff costs (Tables)
Staff costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Staff costs | |
Schedule of staff costs | 2021 2020 € € Wages and employee compensation 6,573,278 2,725,801 Social security costs 689,882 7,776 7,263,160 2,733,577 |
Net finance cost (Tables)
Net finance cost (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net finance cost | |
Schedule of net finance cost | 2021 2020 € € Interest income 74 80 Finance income 74 80 Net foreign exchange transaction gains (losses) (342,981) 68,916 Interest expense on lease liabilities (15,936) — Sundry finance expenses (79,425) (135,260) Finance costs (438,342) (66,344) Net finance cost (438,268) (66,264) |
Income taxes (Tables)_2
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Summary of income tax charge | 2021 2020 € € Income tax charge for the year 62,078 — |
Schedule of tax on the profit before tax differs from theoretical amount that would arise using the applicable tax rates | 2021 2020 € € Accounting Profit before tax 5,001,742 14,360,637 Tax using Corporation Domestic Tax Rate, at 35% 1,750,610 5,026,223 Non-deductible (taxable) items — 163,096 Permanent differences 260,816 — Effect of foreign tax rates (18,254,105) (14,883,389) Change in Allowance of the Deferred Tax Asset 13,071,131 908,830 Tax effect of combined carve-out basis of preparation 3,191,887 8,714,148 Other items 41,739 71,092 Income tax charge for the year 62,078 — |
Dividends (Tables)
Dividends (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Dividends | |
Schedule of dividends | 2021 2020 2019 € € € Dividend paid 18,730,378 40,616,470 25,860,340 18,730,378 40,616,470 25,860,340 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment. | |
Schedule of property, plant and equipment | Total € Cost Balance at December 31, 2019/ January 1, 2020 — Additions 44,945 Balance at December 31, 2020 44,945 Balance at December 31, 2020 / January 1, 2021 44,945 Additions 243,830 Balance at December 31, 2021 288,775 Depreciation Balance at December 31, 2019/ January 1, 2020 — Charge for the year 10,617 Balance at December 31, 2020 10,617 Balance at December 31, 2020 / January 1, 2021 10,617 Depreciation for the year 89,297 Balance at December 31, 2021 99,914 Net book amount Balance at December 31, 2021 188,861 Balance at December 31, 2020 34,328 Balance at December 31, 2019 — |
Right-of-use assets (Tables)
Right-of-use assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use assets. | |
Schedule of right-of-use assets | Total € Cost Balance at December 31, 2019/ January 1, 2020 — Additions 173,100 Balance at December 31, 2020 / January 1, 2021 173,100 Acquisition through business combination 142,012 Additions 1,159,781 Balance at December 31, 2021 1,474,893 Depreciation Balance at December 31, 2019/ January 1, 2020 — Charge for the year 107,658 Balance at December 31, 2021 107,658 Net book amount Balance at December 31, 2021 1,367,235 Balance at December 31, 2020 173,100 Balance at December 31, 2019 — |
Schedule of amounts recognized in profit and loss | 2021 2020 2019 € € € Depreciation expense on right‑of‑use assets (107,658) — — Interest expense on lease liabilities (15,936) — — (123,594) — — |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets | |
Schedule of intangible assets | Internally Other Computer generated intangible Goodwill software software Licenses assets Total € € € € € € Cost Balance at December 31, 2019/ January 1, 2020 — 70,500 1,260,355 — 25,000 1,355,855 Additions — 48,299 1,814,375 — — 1,862,674 Balance at December 31, 2020/ January 1, 2021 — 118,799 3,074,730 — 25,000 3,218,529 Additions 53,385 — 3,841,858 5,000,000 21,000 8,916,243 Impairment charge (53,385) — — — — (53,385) Balance at December 31, 2021 — 118,799 6,916,588 5,000,000 46,000 12,081,387 Amortization Balance at December 31, 2019/ January 1, 2020 — 35,250 292,382 — — 327,632 Amortization for the year — 29,700 678,372 — — 708,072 Balance at December 31, 2020/ January 1, 2021 — 64,950 970,754 — — 1,035,704 Amortization for the year — 29,700 1,733,215 383,712 3,222 2,149,849 Balance at December 31, 2021 — 94,650 2,703,969 383,712 3,222 3,185,553 Net book amount Balance at December 31, 2021 — 24,149 4,212,619 4,616,288 42,778 8,895,834 Balance at December 31, 2020 — 53,849 2,103,976 — 25,000 2,182,825 Balance at December 31, 2019 — 35,250 967,793 — 25,000 1,028,223 |
Financial assets at fair valu_2
Financial assets at fair value through other comprehensive income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial assets at fair value through other comprehensive income | |
Schedule of financial assets at fair value through other comprehensive income | 2021 2020 2019 € € € Balance at January 1, 258,566 — — Additions — 258,566 — Disposals (276,330) — — Exchange differences 17,764 — — Balance at December 31, — 258,566 — |
Schedule of details of the investments | 2020 Country of Principal Holding 2021 2020 2019 Name incorporation activities % € € € Game Play Network Inc. United States Computer system design and related services 0.53 % — 258,566 — — 258,566 — |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other receivables. | |
Schedule of trade and other receivables | 2021 2020 2019 € € € Trade receivables 5,000 5,000 — Deposits and prepayments 639,225 9,380 — Accrued income 23,082 — — VAT recoverable 1,538,322 308,871 94,255 Receivables from Payment Service Providers 10,116,182 1,861,147 905,816 Gaming tax receivable 800,582 — - Other receivables 828,349 493,880 602,981 13,950,742 2,678,278 1,603,052 |
Schedule of other receivables | 2021 2020 2019 € € € Refundable deposits of license requirements 400,000 400,000 400,045 Sundry receivables 428,349 93,880 202,936 828,349 493,880 602,981 |
Other assets (Tables)
Other assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other assets | |
Schedule of other assets | 2021 2020 2019 € € € Balance at January 1, 645,838 253,947 32,090 Net change in prepayments (103,777) 391,891 221,857 Balance at December 31, 542,061 645,838 253,947 |
Cash (Tables)
Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash.. | |
Schedule of cash balances | 2021 2020 2019 € € € Cash at bank and in hand 14,093,383 6,571,105 1,158,469 Restricted cash at bank 1,000,000 — — Accumulated impairment losses on cash and cash equivalents (122,703) (201,444) (21,753) 14,970,680 6,369,661 1,136,716 |
Schedule of cash balances to fund operation and satisfy requirements of the gaming authorities | 2021 2020 2019 € € € Cash at bank and in hand 14,093,383 6,571,105 1,158,469 Receivables from Payment Service providers (Note 17) 10,116,182 1,861,147 905,816 Liabilities to Players (Note 26) (9,270,349) (6,879,992) (2,410,358) Net available balance 14,939,216 1,552,260 (346,073) |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share capital | |
Schedule of share capital | 2021 2020 2019 Number of 2021 Number of 2020 Number of 2019 shares € shares € shares € Authorized Ordinary shares of €1 each 1,200 1,200 1,200 1,200 1,200 1,200 Issued and fully paid Balance at January 1, 1,200 1,200 1,200 1,200 1,200 1,200 Balance at December 31, 1,200 1,200 1,200 1,200 1,200 1,200 |
Other reserves (Tables)
Other reserves (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other reserves.. | |
Schedule of other reserves | General revenue Translation reserve reserve Total € € € Balance at December 31, 2019 (6,650,858) 803,764 (5,847,094) Foreign currency translation adjustment — (520,180) (520,180) Dividends (40,616,470) — (40,616,470) Parent Investment – Carve Out Adjustment 25,780,700 — 25,780,700 Balance at December 31, 2020 (21,486,628) 283,584 (21,203,044) Foreign currency translation adjustment — 870,178 870,178 Dividends (18,730,378) — (18,730,378) Acquisition of subsidiary (500,000) (500,000) Parent Investment – Carve Out Adjustment 7,881,351 — 7,881,351 Balance at December 31, 2021 (32,835,655) 1,153,762 (31,681,893) |
Other equity (Tables)
Other equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other equity | |
Schedule of other equity | 2021 2020 € € Balance at January 1, 748,380 548,380 Proceeds during the year — 200,000 Balance at December 31, 748,380 748,380 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease liabilities. | |
Schedule of lease liabilities | Minimum lease payments 2021 2020 2019 € € € Not later than 1 year 207,276 28,835 — Later than 1 year and not later than 5 years 716,352 144,265 — Later than 5 years 585,900 — — 1,509,528 173,100 — Future finance charges (123,741) — — Present value of lease liabilities 1,385,787 173,100 — |
Deferred tax (Tables)
Deferred tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred tax | |
Schedule of deferred tax assets | Balance 12/31/2020 Additions DTA Allowance Balance 12/31/2021 € € € € Tax Credit 1,876,901 13,071,131 — 14,948,032 Valuation Allowance (1,876,901) — (13,071,131) (14,948,032) Balance at December 31, — 13,071,131 (13,071,131) — Balance DTA Balance 12/31/2019 Additions Allowance 12/31/2020 € € € € Tax Credit 968,065 908,836 — 1,876,901 Valuation Allowance (968,065) — (908,836) (1,876,901) Balance at December 31, — 908,836 (908,836) — |
Provisions for other liabilit_2
Provisions for other liabilities and charges (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Provisions for other liabilities and charges | |
Schedule of provisions for other liabilities and charges | Pension and other post retirement obligations € Balance at January 1, 2019 — Balance at December 31, 2019/ January 1, 2020 — Balance at December 31, 2020/ January 1, 2021 — Charged/(credited) to profit or loss 4,268 Balance at December 31, 2021 4,268 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables. | |
Schedule of trade and other payables | 2021 2020 2019 € € € Trade payables 8,747,990 5,165,805 576,454 Social insurance and other taxes 660,223 282,981 170,739 VAT 955,551 — — License fee liability 3,750,000 — — Liabilities to players 9,564,889 6,879,992 2,300,474 Accruals 8,066,234 2,771,577 586,769 Other creditors 7,125 23,673 26,885 Deferred income 2,375 — — 31,754,387 15,124,028 3,661,321 Less non-current payables (2,500,000) — — Current portion 29,254,387 15,124,028 3,661,321 |
Current tax liabilities (Tables
Current tax liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Current tax liabilities | |
Schedule of current tax liabilities | 2021 2020 2019 € € € Corporation tax 53,147 — — 53,147 — — |
Cash flows from operating act_2
Cash flows from operating activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash flows from operating activities | |
Schedule of cash flows from operating activities | 2021 2020 Note € € Profit before tax 5,001,742 14,360,637 Adjustments for: Depreciation of property, plant and equipment 13 89,297 10,616 Amortisation of computer software 15 29,700 29,700 Amortization of internally generated software 15 1,733,215 678,372 Amortization of trademarks and licences 15 383,712 — Amortisation of other intangibles 15 3,222 — Depreciation of right-of-use assets 14 107,658 — Reversal of impairment – loans to related parties 8 — (84,825) Impairment charge intangible assets 8 53,385 — Impairment charge / (reversal of impairment) – cash held at PSP 8 482,809 (237) Impairment charge – loans to related parties 8 10,000 7,092 Impairment charge/(reversal of impairment) – cash and cash equivalents 8 (78,741) 179,690 Charge to profit or loss for provisions 25 4,268 — Interest income 10 (74) — Interest expense 10 15,936 — 7,836,129 15,181,045 Changes in working capital: Trade receivables (616,257) (5,000) Receivables from PSP (8,656,443) (992,933) VAT receivables (1,229,451) (214,616) Other receivables (1,167,827) 90,264 Other assets 107,650 (394,593) Trade payables 3,533,541 4,609,544 Payables to social insurance and other taxes 364,525 122,658 Other payables 8,196,666 6,969,088 Cash generated from operations 8,368,533 25,365,457 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Schedule of key management personnel | Position Compensation Chief Executive Officer € 23,520 Director of Technical Operations € 113,456 Chief Commercial Officer € 156,227 |
Schedule of remuneration of Directors and other members of key management | 2021 2020 € € Directors’ fees 149,670 37,309 149,670 37,309 |
Schedule of disposal of financial assets | 2021 2020 € € Komisium Ltd 276,330 — 276,330 — |
Schedule of transaction with related parties | 2021 2020 Relationship Nature of transactions € € Logflex Limited Common Owner/Shareholder Market access revenue share 17,381,579 5,032,875 Streaming Upload MON. E.P.E. Common Director Marketing and Administrative 5,571,260 4,434,000 Frider Commercial Inc Common Owner/Shareholder Consultancy 1,635,834 415,150 Wise Panda Media Ltd Common Owner/Shareholder Marketing and Administrative — 132,174 Pressbox S.A. Key Management Marketing and Administrative 160,289 — Blu Moon Limited Key Management Marketing and Administrative 329,288 — P. Trataris A. Filalithis OE / Anatropia Common Director Marketing and Administrative 40,000 — Blue Fields Trading limited Common Director Marketing and Administrative 294,156 — 25,412,406 10,014,199 2021 2020 2019 Name Relationship € € € Boflex Ltd Common Owner/Shareholder 166,798 — — Boflex Ltd – impairment Common Owner/Shareholder (166,798) — — Sendross Ltd Common Owner/Shareholder 41,529 6,895,372 2,762,150 Logflex Ltd Common Owner/Shareholder 4,586,308 3,121,917 — Komisium Ltd Ultimate parent company 1,200 — 1,200 Seflex Ltd Common Owner/Shareholder 859 850 850 4,629,896 10,018,139 2,764,200 2021 2020 2019 Name Relationship € € € Logflex Ltd Common Owner/Shareholder 6,682,463 5,137,716 102,045 Gaming Synergies Ltd Common Director 37,806 736,375 1,037,943 Sendross Ltd Common Owner/Shareholder — 2,143,305 2,143,305 Komisium Ltd Ultimate parent company 4,030,825 — — Streaming Upload MON. E.P.E. Common Director 88,920 — — Pressbox S.A. Key Management 1,200 — — 10,841,214 8,017,396 3,283,293 2021 2020 2019 Relationship € € € Logflex Ltd Common Owner/Shareholder 4,000,000 — — Komisium Ltd Ultimate parent company 3,000,000 — — 7,000,000 — — |
Incorporation and principal a_3
Incorporation and principal activities (Details) - EUR (€) | Dec. 31, 2021 | Apr. 14, 2021 | Feb. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of subsidiaries [line items] | |||||
Intangible assets other than goodwill | € 8,895,834 | € 2,182,825 | € 1,028,223 | ||
Internally generated software | |||||
Disclosure of subsidiaries [line items] | |||||
Intangible assets other than goodwill | 4,212,619 | € 2,103,976 | € 967,973 | ||
Novigroup Ltd | |||||
Disclosure of subsidiaries [line items] | |||||
Investments in subsidiaries, joint ventures and associates reported in separate financial statements | € 500,000 | ||||
Dicapl LP | |||||
Disclosure of subsidiaries [line items] | |||||
Other tangible or intangible assets transferred | € 1,980 | ||||
Percentage of voting equity interests acquired | 99% | ||||
Komisium Ltd. | Novigroup Ltd | |||||
Disclosure of subsidiaries [line items] | |||||
Investments in subsidiaries, joint ventures and associates reported in separate financial statements | € 500,000 | ||||
Komisium Ltd. | Logflex Limited | |||||
Disclosure of subsidiaries [line items] | |||||
Investments in subsidiaries, joint ventures and associates reported in separate financial statements | 500,000 | ||||
Komisium Ltd. | Logflex Limited | Internally generated software | |||||
Disclosure of subsidiaries [line items] | |||||
Intangible assets other than goodwill | 2,638,945 | ||||
Other tangible or intangible assets transferred | 1,200 | ||||
Komisium Ltd. | Sendross Ltd | |||||
Disclosure of subsidiaries [line items] | |||||
Investments in subsidiaries, joint ventures and associates reported in separate financial statements | € 200,000 |
Incorporation and principal a_4
Incorporation and principal activities - Combined financial statements of Logflex MT Holding Ltd together with its subsidiaries (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sendross Group | ||
Nature of operations | ||
Percentage ownership held | 100% | |
Abraserve Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Iflex Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Logflex MT Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Afriflex Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Novigroup Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Gamart Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Novibet USA Inc. | ||
Nature of operations | ||
Percentage ownership held | 100% | |
Opixa Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | |
Orivus Ltd | ||
Nature of operations | ||
Percentage ownership held | 100% | 100% |
Dicapl LP | ||
Nature of operations | ||
Percentage ownership held | 99% |
Summary of significant accou_14
Summary of significant accounting policies (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Amount of expenses incurred | € 7,881,351 | € 25,780,700 |
Cloud services expenses reclassified to operating expenses | 686,944 | |
Consultancy fees reclassified to operating expenses | 670,649 | |
Non-current payables to related parties | 7,000,000 | |
Cost of sales | 53,831,214 | € 21,357,363 |
Amount of effect of change in Net Profit | 0 | |
Gross Gaming revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Cost of sales | € 2,302,308 |
Summary of significant accou_15
Summary of significant accounting policies - Business combinations (Details) - Dicapl LP | Apr. 14, 2021 EUR (€) |
Disclosure of detailed information about business combination [line items] | |
Ownership interest acquired | 99% |
Consideration transferred | € 1,980 |
Net liabilities | (51,925) |
Goodwill | € 53,385 |
Summary of significant accou_16
Summary of significant accounting policies - Fair value of the identifiable assets and liabilities (Details) - Dicapl LP | Apr. 14, 2021 EUR (€) |
Assets | |
Right-of-use assets | € 149,359 |
Trade and other receivables | 19,134 |
Cash and cash and equivalents | 151,718 |
Liabilities | |
Lease liability | (151,139) |
Trade and other payables | (220,997) |
Net liabilities acquired at fair value | (51,925) |
Non-Controlling Interest | 520 |
Goodwill arising on acquisition | 53,385 |
Purchase consideration | € 1,980 |
Summary of significant accou_17
Summary of significant accounting policies - Property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture, fixtures | |
Property, plant and equipment | |
Estimated useful life (in years) | 10 years |
Office equipment | |
Property, plant and equipment | |
Estimated useful life (in years) | 4 years |
Summary of significant accou_18
Summary of significant accounting policies - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Licenses | |
Intangible assets | |
Estimated useful life (in years) | 7 years |
Financial risk management (Deta
Financial risk management (Details) | Dec. 31, 2021 EUR (€) |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |
Trade and other payables | € 31,754,387 |
Payables to related parties | 17,841,214 |
Lease liabilities | 1,385,787 |
Provisions of other liabilities | 4,268 |
Current tax liabilities | 53,147 |
Total | 51,038,803 |
Not later than 1 year | |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |
Trade and other payables | 29,254,387 |
Payables to related parties | 10,841,214 |
Lease liabilities | 183,742 |
Current tax liabilities | 53,147 |
Total | 40,332,490 |
Between 1 and 2 years | |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |
Trade and other payables | 1,250,000 |
Payables to related parties | 7,000,000 |
Lease liabilities | 183,742 |
Total | 8,433,742 |
More than 2 years | |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |
Trade and other payables | 1,250,000 |
Lease liabilities | 1,018,303 |
Provisions of other liabilities | 4,268 |
Total | € 2,272,571 |
Financial risk management - Exc
Financial risk management - Exchange rates (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial risk management | |||
Average rate | 1.1628 | 1.1248 | |
Year-end spot rate | 1.1898 | 1.1128 | 1.1755 |
Revenue, net (Details)
Revenue, net (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total | € 117,219,691 | € 59,315,396 |
Within European Union | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue (in percent) | 82.67% | 82.25% |
Outside European Union | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue (in percent) | 17.33% | 17.75% |
Sportsbook and Gaming revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total | € 117,219,691 | € 59,315,396 |
Gross Gaming revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue (in percent) | 67.91% | 70.85% |
Gross Sportsbook revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue (in percent) | 32.09% | 29.15% |
Marketing expenses (Details)
Marketing expenses (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Marketing expenses | ||
Marketing expenses | € 42,050,725 | € 17,716,979 |
Other operating income and ex_3
Other operating income and expenses (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other operating income and expenses | ||
Impairment charge - intangible assets | € 53,385 | |
Impairment charge (reversal) - receivables from payment service providers ("PSP") | 482,809 | € (237) |
Impairment charge (reversal) - loans to related parties | 10,000 | (77,733) |
Impairment charge (reversal) on cash and cash equivalents | (78,741) | 179,690 |
Other operating income | (333,543) | |
Other operating income and expenses | € 133,910 | € 101,720 |
Staff costs (Details)
Staff costs (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Staff costs | ||
Wages and employee compensation | € 6,573,278 | € 2,725,801 |
Social security costs | 689,882 | 7,776 |
Total | € 7,263,160 | € 2,733,577 |
Net finance costs (Details)
Net finance costs (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net finance cost | ||
Interest income | € 74 | € 80 |
Finance income | 74 | 80 |
Net foreign exchange transaction gains (losses) | (342,981) | 68,916 |
Interest expense on lease liabilities | (15,936) | |
Sundry finance expenses | (79,425) | (135,260) |
Finance costs | 438,342 | 66,344 |
Net finance costs | € (438,268) | € (66,264) |
Income taxes (Detail)
Income taxes (Detail) - EUR (€) | 12 Months Ended | ||
Aug. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of subsidiaries [line items] | |||
Corporation tax | € 62,078 | € 0 | |
Standard corporate income tax rate (in percent) | 35% | ||
ISLE OF MAN | |||
Disclosure of subsidiaries [line items] | |||
Standard corporate income tax rate (in percent) | 0% | ||
MALTA | |||
Disclosure of subsidiaries [line items] | |||
Standard corporate income tax rate (in percent) | 35% | 35% | |
Refund (in percent) | 30% | ||
GREECE | |||
Disclosure of subsidiaries [line items] | |||
Standard corporate income tax rate (in percent) | 22% | 22% | |
Abraserve Ltd | |||
Disclosure of subsidiaries [line items] | |||
Corporation tax | € 44,372 | ||
Dicapl LP | |||
Disclosure of subsidiaries [line items] | |||
Corporation tax | € 17,706 |
Income taxes - Applicable tax r
Income taxes - Applicable tax rates (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Standard corporate income tax rate (in percent) | 35% | |
Tax on the profit before tax differs from theoretical amount that would arise using the applicable tax rates | ||
Accounting Profit before tax | € 5,001,742 | € 14,360,637 |
Tax using Corporation Domestic Tax Rate , at 35% | 1,750,610 | 5,026,223 |
Permanent differences | 260,816 | |
Effect of foreign tax rates | (18,254,105) | (14,883,389) |
Change in Allowance of the Deferred Tax Asset | 13,071,131 | 908,830 |
Tax Effect of Combined Carve-out Basis of Preparation | 3,191,887 | 8,714,148 |
Other tax effect | 41,739 | 71,092 |
Tax expense (income) | 62,078 | |
Tax effect of allowances and income not subject to tax | € 163,096 | |
Tax effect of tax losses for the year | 62,078 | |
Tax charge | € 62,078 | |
Corporation domestic tax rate | 35% |
Dividends (Details)
Dividends (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dividends | |||
Dividend paid | € 18,730,378 | € 40,616,470 | € 25,860,340 |
Dividend declared | € 18,730,378 | € 40,616,470 | € 25,860,340 |
Property, plant and equipment_2
Property, plant and equipment (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | € 34,328 | |
Ending balance | 188,861 | € 34,328 |
Gross carrying amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 44,945 | |
Additions | 243,830 | 44,945 |
Ending balance | 288,775 | 44,945 |
Depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (10,617) | |
Depreciation | 89,297 | 10,617 |
Ending balance | € (99,914) | € (10,617) |
Right-of-use assets (Details)
Right-of-use assets (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||
Beginning Balance | € 173,100 | |
Charge for the year | 107,658 | |
Ending Balance | € 1,367,235 | € 173,100 |
Average lease term | 8 years 9 months 7 days | 6 years 29 days |
Gross carrying amount | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Beginning Balance | € 173,100 | |
Acquisitions through business combination | 142,012 | |
Additions | 1,159,781 | € 173,100 |
Ending Balance | 1,474,893 | € 173,100 |
Depreciation | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Charge for the year | (107,658) | |
Ending Balance | € (107,658) |
Right-of-use assets - Amounts r
Right-of-use assets - Amounts recognized in profit and loss (Details) | 12 Months Ended |
Dec. 31, 2021 EUR (€) | |
Right-of-use assets. | |
Depreciation expense on right-of-use assets | € (107,658) |
Interest expense on lease liabilities | (15,936) |
Total | € (123,594) |
Intangible assets (Details)
Intangible assets (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets | ||
Balance at beginning of year | € 2,182,825 | € 1,028,223 |
Impairment charge | 53,385 | |
Balance at end of year | 8,895,834 | 2,182,825 |
Gross carrying amount | ||
Intangible assets | ||
Balance at beginning of year | 3,218,529 | 1,355,855 |
Additions | 8,916,243 | 1,862,674 |
Impairment charge | (53,385) | |
Balance at end of year | 12,081,387 | 3,218,529 |
Amortization | ||
Intangible assets | ||
Balance at beginning of year | (1,035,704) | (327,632) |
Amortization for the year | 2,149,849 | 708,072 |
Balance at end of year | (3,185,553) | (1,035,704) |
Goodwill. | Gross carrying amount | ||
Intangible assets | ||
Additions | 53,385 | |
Impairment charge | (53,385) | |
Computer software | ||
Intangible assets | ||
Balance at beginning of year | 53,849 | 35,250 |
Balance at end of year | 24,149 | 53,849 |
Computer software | Gross carrying amount | ||
Intangible assets | ||
Balance at beginning of year | 118,799 | 70,500 |
Additions | 48,299 | |
Balance at end of year | 118,799 | 118,799 |
Computer software | Amortization | ||
Intangible assets | ||
Balance at beginning of year | (64,950) | (35,250) |
Amortization for the year | 29,700 | 29,700 |
Balance at end of year | (94,650) | (64,950) |
Internally generated software | ||
Intangible assets | ||
Balance at beginning of year | 2,103,976 | 967,973 |
Balance at end of year | 4,212,619 | 2,103,976 |
Internally generated software | Gross carrying amount | ||
Intangible assets | ||
Balance at beginning of year | 3,074,730 | 1,260,355 |
Additions | 3,841,858 | 1,814,375 |
Balance at end of year | 6,916,588 | 3,074,730 |
Internally generated software | Amortization | ||
Intangible assets | ||
Balance at beginning of year | (970,754) | (292,382) |
Amortization for the year | 1,733,215 | 678,372 |
Balance at end of year | (2,703,969) | (970,754) |
Licenses | ||
Intangible assets | ||
Balance at end of year | € 4,616,288 | |
Amortized useful life (in years) | 7 years | |
Remaining amortization period (in years) | 6 years 7 months 6 days | |
Licenses | Gross carrying amount | ||
Intangible assets | ||
Additions | € 5,000,000 | |
Balance at end of year | 5,000,000 | |
Licenses | Amortization | ||
Intangible assets | ||
Amortization for the year | 383,712 | |
Balance at end of year | (383,712) | |
other intangible assets | ||
Intangible assets | ||
Balance at beginning of year | 25,000 | 25,000 |
Balance at end of year | 42,778 | 25,000 |
other intangible assets | Gross carrying amount | ||
Intangible assets | ||
Balance at beginning of year | 25,000 | 25,000 |
Additions | 21,000 | |
Balance at end of year | 46,000 | € 25,000 |
other intangible assets | Amortization | ||
Intangible assets | ||
Amortization for the year | 3,222 | |
Balance at end of year | € (3,222) |
Financial assets at fair valu_3
Financial assets at fair value through other comprehensive income (Details) - Financial assets at fair value through other comprehensive income, category [member] | 12 Months Ended | ||
Dec. 31, 2021 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 EUR (€) | |
Disclosure of financial assets [line items] | |||
Balance at January 1, | € 258,566 | ||
Additions | € 258,566 | ||
Disposals | (276,330) | ||
Exchange differences | 17,764 | ||
Balance at December 31, | € 258,566 | ||
Game Play Network Inc | Komisium Ltd | |||
Disclosure of financial assets [line items] | |||
Disposals | € 276,330 | $ 300,000 |
Financial assets at fair valu_4
Financial assets at fair value through other comprehensive income - Details of the Investments (Details) | 12 Months Ended |
Dec. 31, 2020 EUR (€) | |
Financial assets at fair value through other comprehensive income | |
Total | € 258,566 |
Game Play Network Inc | |
Financial assets at fair value through other comprehensive income | |
Holding % | 0.53% |
Total | € 258,566 |
Trade and other receivables (De
Trade and other receivables (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Trade and other receivables. | |||
Trade receivables | € 5,000 | € 5,000 | |
Deposits and prepayments | 639,225 | 9,380 | |
Accrued income | 23,082 | ||
VAT recoverable | 1,538,322 | 308,871 | € 94,255 |
Receivables from Payment Service Providers | 10,116,182 | 1,861,147 | 905,816 |
Gaming tax receivable | 800,582 | ||
Other receivables | 828,349 | 493,880 | 602,981 |
Trade and other current receivables | 13,950,742 | € 2,678,278 | € 1,603,052 |
Payment of gaming taxes | € 800,582 |
Trade and other receivables - O
Trade and other receivables - Other receivables (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Trade and other receivables. | |||
Refundable deposits of license requirements | € 400,000 | € 400,000 | € 400,045 |
Sundry receivables | 428,349 | 93,880 | 202,936 |
Other receivables | 828,349 | 493,880 | € 602,981 |
Impairment gain (loss) on other receivables | € 492,809 | € 77,970 |
Other assets (Details)
Other assets (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other assets | |||
Balance at January 1, | € 645,838 | € 253,947 | € 32,090 |
Net change in prepayments | (103,777) | 391,891 | 221,857 |
Balance at December 31, | € 542,061 | € 645,838 | € 253,947 |
Cash (Details)
Cash (Details) - EUR (€) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
IFRS Cash And Cash Equivalents [Line Items] | |||
Cash | € 14,970,680 | € 6,369,661 | € 1,136,716 |
Restricted cash at bank | 1,000,000 | ||
Gross carrying amount | |||
IFRS Cash And Cash Equivalents [Line Items] | |||
Cash | 14,093,383 | 6,571,105 | 1,158,469 |
Accumulated impairment | |||
IFRS Cash And Cash Equivalents [Line Items] | |||
Cash | € (122,703) | € (201,444) | € (21,753) |
Cash - Cash balances to fund op
Cash - Cash balances to fund operation and satisfy requirements of the gaming authorities (Details) - EUR (€) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
IFRS Cash And Cash Equivalents [Line Items] | |||
Cash at bank and in hand | € 14,970,680 | € 6,369,661 | € 1,136,716 |
Receivables from Payment Service providers (Note 17) | 10,116,182 | 1,861,147 | 905,816 |
Liabilities to Players (Note 26) | (9,270,349) | (6,879,992) | (2,410,358) |
Net available balance | 14,939,216 | 1,552,260 | (346,073) |
Gross carrying amount | |||
IFRS Cash And Cash Equivalents [Line Items] | |||
Cash at bank and in hand | € 14,093,383 | € 6,571,105 | € 1,158,469 |
Share capital (Details)
Share capital (Details) - EUR (€) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share capital | |||
Par value per shares | € 1 | € 1 | |
Number of shares authorised | 1,200 | 1,200 | 1,200 |
Authorised capital | € 1,200 | € 1,200 | € 1,200 |
Number of shares issued and fully paid | 1,200 | 1,200 | 1,200 |
Issued capital | € 1,200 | € 1,200 | € 1,200 |
Other reserves (Details)
Other reserves (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other reserves | |||
Balance at beginning | € (953,789) | € (158,476) | |
Foreign currency translation adjustment | 870,178 | (520,180) | |
Dividends | (18,730,378) | (40,616,470) | € (25,860,340) |
Acquisition of subsidiary | (500,000) | ||
Parent Investment-Carve Out Adjustment | 7,881,351 | 25,780,700 | |
Balance at ending | (6,493,494) | (953,789) | (158,476) |
Novigroup Ltd | |||
Other reserves | |||
Cost of investment | 500,000 | ||
Amount of goodwill recognized | 7,881,351 | ||
Other reserves. | |||
Other reserves | |||
Balance at beginning | (21,203,044) | (5,847,094) | |
Foreign currency translation adjustment | 870,178 | (520,180) | |
Dividends | (18,730,378) | (40,616,470) | |
Acquisition of subsidiary | (500,000) | ||
Parent Investment-Carve Out Adjustment | 7,881,351 | 25,780,700 | |
Balance at ending | (31,681,893) | (21,203,044) | (5,847,094) |
General revenue reserve | Other reserves. | |||
Other reserves | |||
Balance at beginning | (21,486,628) | (6,650,858) | |
Dividends | (18,730,378) | (40,616,470) | |
Acquisition of subsidiary | (500,000) | ||
Parent Investment-Carve Out Adjustment | 7,881,351 | 25,780,700 | |
Balance at ending | (32,835,655) | (21,486,628) | (6,650,858) |
Translation reserve | Other reserves. | |||
Other reserves | |||
Balance at beginning | 283,584 | 803,764 | |
Foreign currency translation adjustment | 870,178 | (520,180) | |
Balance at ending | € 1,153,762 | € 283,584 | € 803,764 |
Other equity (Details)
Other equity (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other equity | ||
Balance at January 1, | € 748,380 | € 548,380 |
Proceeds during the year | 0 | 200,000 |
Balance at December 31, | € 748,380 | € 748,380 |
Lease liabilities (Details)
Lease liabilities (Details) | Aug. 01, 2021 | Nov. 01, 2020 | Aug. 23, 2019 | Dec. 31, 2021 EUR (€) lease | Dec. 31, 2020 EUR (€) |
Disclosure of maturity analysis of operating lease payments [line items] | |||||
Minimum lease payments | € 1,509,528 | € 173,100 | |||
Gross lease liabilties | 1,385,787 | ||||
Future finance charges | (123,741) | ||||
Present value of lease liabilities | € 1,385,787 | 173,100 | |||
Lease term (in months) | 119 months | 73 months | 59 months | ||
Number of leasing arrangements | lease | 3 | ||||
Weighted average effective discount rate | 2.10% | ||||
Not later than 1 year | |||||
Disclosure of maturity analysis of operating lease payments [line items] | |||||
Minimum lease payments | € 207,276 | 28,835 | |||
Gross lease liabilties | 183,742 | ||||
Later than 1 year and not later than 5 years | |||||
Disclosure of maturity analysis of operating lease payments [line items] | |||||
Minimum lease payments | 716,352 | € 144,265 | |||
Later than 5 years | |||||
Disclosure of maturity analysis of operating lease payments [line items] | |||||
Minimum lease payments | € 585,900 |
Deferred tax (Details)
Deferred tax (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Additions | € 13,071,131 | € 908,836 | |
DTA Allowance | (13,071,131) | (908,836) | |
Tax credit | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Balance at January 1, | 1,876,901 | 968,065 | |
Additions | 908,836 | € 13,071,131 | |
Balance at December 31, | 14,948,032 | 1,876,901 | 968,065 |
Valuation Allowance | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Balance at January 1, | 1,876,901 | 968,065 | |
DTA Allowance | (13,071,131) | (908,836) | |
Balance at December 31, | € 14,948,032 | € 1,876,901 | € 968,065 |
Deferred tax - Tax losses (Deta
Deferred tax - Tax losses (Details) - EUR (€) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Valuation allowance for losses against deferred tax asset | € 14,948,032 | |
Tax losses | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | € 37,346,089 | € 2,596,673 |
Provisions for other liabilit_3
Provisions for other liabilities and charges (Details) - Pension and other post retirement obligations | 12 Months Ended |
Dec. 31, 2021 EUR (€) | |
Disclosure of other provisions [line items] | |
Charged/(credited) to profit or loss | € 4,268 |
Balance at the end | € 4,268 |
Trade and other payables (Detai
Trade and other payables (Details) | 12 Months Ended | ||
Dec. 31, 2021 EUR (€) item | Dec. 31, 2020 EUR (€) | Dec. 31, 2019 EUR (€) | |
Trade and other payables. | |||
Trade payables | € 8,747,990 | € 5,165,805 | € 576,454 |
Social insurance and other taxes | 660,223 | 282,981 | 170,739 |
VAT | 955,551 | ||
License fee liability | 3,750,000 | ||
Liabilities to players | 9,564,889 | 6,879,992 | 2,300,474 |
Accruals | 8,066,234 | 2,771,577 | 586,769 |
Other creditors | 7,125 | 23,673 | 26,885 |
Deferred income | 2,375 | ||
Total | 31,754,387 | 15,124,028 | 3,661,321 |
Less noncurrent payables | (2,500,000) | ||
Current portion | 29,254,387 | € 15,124,028 | € 3,661,321 |
License fee | € 5,000,000 | ||
Number of annual equal installments | item | 4 | ||
Amount of annual equal installments | € 6,879,992 | ||
License fee paid | € 1,250,000 |
Current tax liabilities (Detail
Current tax liabilities (Details) | 12 Months Ended |
Dec. 31, 2021 EUR (€) | |
Current tax liabilities | |
Corporation tax | € 53,147 |
Current tax liabilities | € 53,147 |
Cash flows from operating act_3
Cash flows from operating activities (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Profit before tax | € 5,001,742 | € 14,360,637 |
Adjustments for: | ||
Depreciation of property, plant and equipment | 89,297 | 10,616 |
Amortisation of computer software | 29,700 | 29,700 |
Amortisation of internally generated software | 1,733,215 | 678,372 |
Amortisation of trademarks and licences | 383,712 | |
Amortisation of other intangibles | 3,222 | |
Depreciation, right-of-use assets | 107,658 | |
Reversal of impairment-loans to related parties | (84,825) | |
Impairment charge intangible assets | 53,385 | |
Impairment charge / (reversal of impairment) - cash held at PSP | 482,809 | (237) |
Impairment charge - loans to related parties | 10,000 | 7,092 |
Impairment charge/(reversal of impairment) cash and cash equivalents | (78,741) | 179,690 |
Charge to profit or loss for provisions | 4,268 | |
Interest income | (74) | |
Interest expense | 15,936 | |
Total | 7,836,129 | 15,181,045 |
Changes in working capital: | ||
Trade receivables | (616,257) | (5,000) |
Receivables from PSP | (8,656,443) | (992,933) |
VAT receivables | (1,229,451) | (214,616) |
Other receivables | (1,167,827) | 90,264 |
Other assets | 107,650 | (394,593) |
Trade payables | 3,533,541 | 4,609,544 |
Payables to social insurance and other taxes | 364,525 | 122,658 |
Other payables | 8,196,666 | 6,969,088 |
Cash generated from operations | € 8,368,533 | € 25,365,457 |
Related party transactions (Det
Related party transactions (Details) - EUR (€) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 29, 2021 | Dec. 31, 2019 | |
Disclosure of transactions between related parties [line items] | |||||
Total | € 149,670 | € 37,309 | |||
Directors' fees | 149,670 | 37,309 | |||
Disposal of financial assets | 276,330 | ||||
Purchases of goods and services | 25,412,406 | 10,014,199 | |||
Receivables from related parties | 4,629,896 | 10,018,139 | € 2,764,200 | ||
Payables to related parties | 10,841,214 | 8,017,396 | 3,283,293 | ||
Receivables from related parties current | 4,629,896 | 10,018,139 | 2,764,200 | ||
Payables to related parties-non current | 7,000,000 | ||||
Chief Executive Officer | |||||
Disclosure of transactions between related parties [line items] | |||||
Total | 23,520 | ||||
Director of Technical Operations | |||||
Disclosure of transactions between related parties [line items] | |||||
Total | 113,456 | ||||
Chief Commercial Officer | |||||
Disclosure of transactions between related parties [line items] | |||||
Total | 156,227 | ||||
Logflex Limited | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 17,381,579 | 5,032,875 | |||
Receivables from related parties | 4,586,308 | 3,121,917 | |||
Payables to related parties | 6,682,463 | 5,137,716 | 102,045 | ||
Receivables from related parties current | 3,741,969 | ||||
Payables to related parties-non current | 4,000,000 | ||||
Logflex MT Holding Ltd | |||||
Disclosure of transactions between related parties [line items] | |||||
Receivables from related parties current | 4,450,064 | ||||
Logflex MT Holding Ltd one | |||||
Disclosure of transactions between related parties [line items] | |||||
Receivables from related parties current | 259,024 | ||||
Streaming Upload MON. E.P.E. | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 5,571,260 | 4,434,000 | |||
Payables to related parties | 88,920 | ||||
Frider Commercial Inc | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 1,635,834 | 415,150 | |||
Wise Panda Media Ltd | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 132,174 | ||||
Gaming Synergies Ltd | |||||
Disclosure of transactions between related parties [line items] | |||||
Payables to related parties | 37,806 | 736,375 | 1,037,943 | ||
Pressbox S.A. | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 160,289 | ||||
Payables to related parties | 1,200 | ||||
Blu Moon Limited | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 329,288 | ||||
P. Trataris A. Filalithis OE / Anatropia | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 40,000 | ||||
Blue Fields Trading limited | |||||
Disclosure of transactions between related parties [line items] | |||||
Purchases of goods and services | 294,156 | ||||
Boflex Ltd | |||||
Disclosure of transactions between related parties [line items] | |||||
Receivables from related parties | 166,798 | ||||
Boflex Ltd - impairment | |||||
Disclosure of transactions between related parties [line items] | |||||
Receivables from related parties - impairment | (166,798) | ||||
Sendross Group. | |||||
Disclosure of transactions between related parties [line items] | |||||
Payables to related parties | € 7,856,287 | € 43,217,521 | |||
Receivables from related parties current | 35,360,034 | ||||
Sendross Ltd | |||||
Disclosure of transactions between related parties [line items] | |||||
Receivables from related parties | 41,529 | 6,895,372 | 2,762,150 | ||
Payables to related parties | 2,143,305 | 2,143,305 | |||
Komisium Ltd. | |||||
Disclosure of transactions between related parties [line items] | |||||
Disposal of financial assets | 276,330 | ||||
Receivables from related parties | 1,200 | 1,200 | |||
Payables to related parties | 4,030,825 | ||||
Receivables from related parties current | 217,807 | ||||
Payables to related parties-non current | 3,000,000 | ||||
Komisium Ltd. | Game Play Network Inc | |||||
Disclosure of transactions between related parties [line items] | |||||
Disposal of financial assets | 276,330 | ||||
Seflex Ltd | |||||
Disclosure of transactions between related parties [line items] | |||||
Receivables from related parties | € 859 | € 850 | € 850 |
Contingent liabilities (Details
Contingent liabilities (Details) - EUR (€) | Dec. 31, 2021 | Mar. 31, 2021 |
Contingent liabilities | ||
Amount of embezzlement | € 2,290,470 | |
Player's deposits | € 580,000 |
Commitments (Details)_2
Commitments (Details) $ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2021 EUR (€) | |
Commitments | |||
Amount commited to invest in CSR | € 1,500,000 | ||
Amount invested | $ 520 | € 980,000 |
Events after the reporting pe_2
Events after the reporting period (Details) | Aug. 04, 2022 GBP (£) USD ($) | Feb. 15, 2022 GBP (£) | Jul. 11, 2022 EUR (€) |
Disclosure of non-adjusting events after reporting period [line items] | |||
Annual fixed cost for market access agreements | € 3,550,000 | ||
Initial fees for variable revenue | 4,750,000 | ||
Five Years | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Annual fixed cost for market access agreements | € 3,950,000 | ||
Surrender of license | Novigroup Ltd | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Number of open bets per ante post liabilities | $ | 81 | ||
Surrender of license | Novigroup Ltd | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Number of customers having ante post open bets | 676 | ||
Number of open bets per ante post liabilities | 2,119 | ||
Number of active customers logged in past 12 months | 193,583 | ||
Aggregate amount held on segregated client funds accounts | £ | £ 707,260 | £ 1,691,819 |